Common use of Financial Condition Clause in Contracts

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 20052018, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Amendment and Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended Amendment and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2018 to and including the Amendment and Restatement Effective Date there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole (other than in the ordinary course of business).

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31January 2, 20052016 and January 3, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such Fiscal Year. financial statements, including the related schedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (b) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31for the fiscal quarter ended October 1, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved. (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). c) As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are made outside the ordinary course of business that are not reflected in the most recent financial statements referred to in this paragraphclauses (a) and (b) above. During the period from January 2, 2016 to and including the Effective Date, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Waste Corporation as at December 31, 2005, 2003 and the related consolidated statements statement of income income, stockholders' equity and of cash flows flow for the Fiscal Year fiscal year ended on said date, with the opinion thereon of KPMG heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of Waste Corporation and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year, all in accordance with GAAP, as applied on a consistent basis. The unaudited consolidated balance sheet of the Borrower as at March 31, 2004 and the related consolidated statement of income, stockholders' equity and cash flow for the portion of the fiscal year ended on such date, reported on by date are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such said date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries all in accordance with GAAP, as at March 31, 2006, or if available applied on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended a consistent basis (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since March 31, without limitation2004, there has been no change or event that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the Properties of the Borrower or any interest rate or foreign currency swap or exchange transaction Subsidiary have been affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy where such event or matter could reasonably be expected to result in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragrapha Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20052015, 2016 and 2017, and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended December 31, 2015, 2016 and 2017, reported on by and accompanied by reports thereon of PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at such dates, and the consolidated results of operations and consolidated cash flows of the Borrower and its Subsidiaries for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2018, June 30, 2018, and September 30, 2018, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPrespective fiscal quarters then ended, present fairly in all material respects the consolidated financial condition position of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarters then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by disclosed therein, and, in the aforementioned firm case of accountants and disclosed therein and except with respect the unaudited financial statements, subject to interim financials, normal yearperiod-end audit adjustmentsadjustments and the absence of footnotes). As . (b) The audited consolidated balance sheets of the Amended and Restated Effective Date, the Borrower Target and its Subsidiaries do not as at March 31, 2016, 2017 and 2018 and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2016 reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2017 and 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, to the knowledge of the Borrower, present fairly in all material respects the consolidated financial position of the Target and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Target and its Subsidiaries as at June 30, 2018 and September 30, 2018 and the related consolidated statements of income, stockholder’s equity and cash flows for the respective fiscal quarters then ended, present fairly in all material respects the consolidated financial position of the Target and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended. All such financial statements, including the related schedules and any notes thereto, have any material Guarantee Obligationsbeen prepared in accordance with GAAP (except as disclosed therein, contingent liabilities and liabilities for taxesand, 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 case of the unaudited financial statements referred statements, subject to in this paragraphnormal period-end adjustments and the absence of footnotes).

Financial Condition. (a) [Intentionally Omitted]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for such month and the 3-month period (or, in portion of the event fiscal year through the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on end of such datemonth, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such month and the 3-portion of the fiscal year through the end of such month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 1, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2010, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year-year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than the Specified Hedge Agreements with KeyBank National Association described in the definition of “Specified Hedge Agreement” and any other Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001 and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries (other than the Excluded Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not otherwise been disclosed to the Collateral Agent in writing. During the period from January 1, 2002 to and including the Document Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 2005, 2019 and 2020 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2019 and 2020, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2021 and the related unaudited consolidated statements of income and of cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein; provided that the unaudited financial statements need not contain footnotes). . (b) As of the Amended and Restated Effective Datedate of the most recent financial statements referred to in Section 4.1(a), the Parent Borrower and its Subsidiaries do did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the most recent financial statements referred period from December 31, 2020 to in this paragraphand including the date hereof, there has been no Disposition by the Parent Borrower of any material part of its business or Property, except as set forth on Part II of Schedule 4.1.

Financial Condition. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at December 31, 20052006 and December 31, 2005 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Parent and its Subsidiaries and Securitization Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2006 to and including the date hereof there has been no Disposition by the Parent of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2003 and December 31, 2004, reported on by and accompanied by an unqualified report from from, in respect of the fiscal years ending on December 31, 2003 and December 31, 2004, Deloitte & Touche Touche, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2005 and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Significant Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases (other than those arising in connection with the Facility Lease Agreement, dated as of May 25, 2004, between SE Ravenswood Trust and KeySpan Ravenswood LLC) or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Significant Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052000, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2000, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (orthree months ended March 31, in the event the June 302001, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe March 31, normal 2001 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 2001 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at March 31, 2001.

Financial Condition. (a) [INTENTIONALLY OMITTED]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for such month and the 3-month period (or, in portion of the event fiscal year through the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on end of such datemonth, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such month and the 3-portion of the fiscal year through the end of such month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 1, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The Company has delivered to the Administrative Agent and the Lenders: (i) audited consolidated balance sheets financial statements of the Borrower Parent and its consolidated Subsidiaries as at (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for the fiscal years ended December 31, 2003, 2004 and 2005, and together with the related consolidated statements of income or operations, equity and of cash flows for the Fiscal Year fiscal years ended on such datedates; (ii) unaudited consolidated financial statements of the Parent and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for each fiscal quarter of 2006 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, reported together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (iii) audited consolidated financial statements of Enterprise and its subsidiaries for the fiscal years ended December 31, 2003, 2004 and 2005, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (iv) unaudited consolidated financial statements of Enterprise and its subsidiaries for each fiscal quarter of 2006 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (v) unaudited consolidated and unaudited consolidating financial statements of CP Media and its subsidiaries for the fiscal years ended June 29, 2003, June 27, 2004 and July 3, 2005, together with the related consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (vi) unaudited consolidated and consolidating financial statements of CP Media and its subsidiaries for each fiscal quarter ended after July 3, 2005 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated and consolidating statements of income or operations, equity and cash flows for each such fiscal quarter; (vii) pro forma consolidated financial statements of the Parent and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions, for the most recent four quarter period for which financial statements are available; and (viii) a pro forma balance sheet of the Parent and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions, as of the Closing Date. Each of the financial statements described in the foregoing clauses (i) through (vi): (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the applicable entities as of the date thereof and results of operations for the period covered thereby (subject, in the case of the unaudited financial statements, to (i) the absence of footnotes (except as required by applicable law) and accompanied (ii) normal year-end adjustments); and (C) show all material Indebtedness and other material liabilities, direct or contingent, of the applicable entities as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. The financial statements described in the foregoing clauses (vii) and (viii) have been prepared in good faith based on assumptions believed by an unqualified report from Deloitte & Touche LLP, the Company to be reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change) and present fairly in all material respects on a Pro Forma Basis the consolidated financial condition position of the Borrower applicable entities as of the date thereof, assuming the occurrence of the Acquisitions on the first day of such period. (b) The eight-year projections (including quarterly projections for fiscal year 2006 and annual projections for each fiscal year thereafter) of balance sheets, income statements and cash flows of Parent and its consolidated Restricted Subsidiaries as at such date, and delivered to the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available Lenders on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith based upon good faith estimates and assumptions believed by the aforementioned firm of accountants and disclosed therein and except with respect Credit Parties to interim financialsbe reasonable at the time made, normal year-end audit adjustments). As of it being recognized by the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, Lenders that such projections as to future events are not reflected in to be viewed as facts and that actual results during the most recent financial statements referred to in this paragraphperiod or periods covered by any such projections may differ from projected results.

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

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Projected Pro Forma Financial Statements have been prepared giving effect (as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended if such events had occurred on such date, reported ) to (i) the Loans to be made on by the Closing Date and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition use of the Borrower and its consolidated Subsidiaries as at such dateproceeds thereof, and (ii) the consolidated results payment of its operations fees and its consolidated cash flows for such Fiscal Yearexpenses in connection with the foregoing. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsProjected Pro Forma 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 Borrower’s firm of accountants and disclosed therein and except with respect for the absence of footnotes and subject to interim financialsyear-end adjustments for unaudited financial statements). The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Group Members as of December 31, 2019 and December 31, 2020 present fairly in all material respects the consolidated financial condition of the Group Members as at such dates. The unaudited consolidated balance sheet of the Group Members as of March 31, 2021, and the related unaudited consolidated statements of income and cash flows for the three month period ended on such date, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of their operations and consolidated cash flows for the three month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for past due taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property and not disclosed in the financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Group Members as at of December 31, 20052022, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of the Group Members as at March 31, 2023, and the 6-related unaudited consolidated statements of income and cash flows for the 3 month period) period ended on such date, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3 month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialssubject to, in the case of unaudited financial statements normal year-end audit adjustmentsadjustments and absence of footnotes). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxesliabilities, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The Projected Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December of January 31, 20052016, January 31, 2017 and January 31, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers, LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its Subsidiaries as at January 31, 2019, and the 6-related unaudited consolidated statements of income and cash flows for the twelve month period) period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the trailing twelve month period then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2018 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31Fiscal Year end 2009, 20052008 and 2007, and the related consolidated statements of income and of cash flows for the such Fiscal Year ended on such dateYears, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2010 and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (collectively, the “Historical Financial Statements”), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than the Obligations). (b) On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period Fiscal Year 2010 through and including Fiscal Year 2014 and for the quarters beginning with the first quarter of 2010 and through the fourth quarter of 2010 (the “Closing Date Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided that, the Closing Date Projections are not to be viewed as facts and that actual results during the period or periods covered by the Closing Date Projections may differ from such Closing Date Projections and that the differences may be material; provided further that, as of the Closing Date, management of Borrower believed that the Closing Date Projections were reasonable and attainable.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at January 1, 2000, December 3130, 20052000 and December 29, 2001 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche Arthur Andersen LLP, present fairly in all material respects the consolidated financial condition of the ▇▇▇▇▇ti▇▇ ▇▇ ▇he Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31September 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that (i) are not material to the Borrower and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in the Borrower's most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date of this Agreement (such filings, the "SEC Filings"). During the period from December 29, 2001 to and including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to the Borrower and its Subsidiaries taken as a whole except as set forth in the most recent financial statements referred to in this paragraph or in the Borrower's SEC Filings.

Financial Condition. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2013, June 30, 20062013 and September 30, and 2013, the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available2013 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, the 6-month period) ended on such date2013, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, referred in the notes thereto or described under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 12, 2013 (for the period ended September 30, 2013) or listed on Schedule 3.1 hereto.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 3128, 20052020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at April 3, 2023, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). adjustments and are lacking footnote disclosures. (c) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. Except as reflected in filings made by the Borrower with the SEC since January 2, 2023, during the period from January 2, 2023 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries dated as at of December 31, 2005, 2012 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, fairly present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the their consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by the aforementioned firm of accountants and disclosed therein therein). (b) The unaudited consolidated balance sheet of Parent and except with respect its consolidated Subsidiaries dated as of March 31, 2013, and the related consolidated statements of operations and cash flows for the fiscal quarter ended on that date fairly present in all material respects the financial condition of Parent and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations and consolidated cash flows for the period covered thereby, subject to interim financials, the absence of footnotes and to normal year-end audit adjustments). As of Such financial statements, including the Amended related schedules and Restated Effective Datenotes thereto, have been prepared in accordance with GAAP applied consistently throughout the Borrower period involved as set forth therein. (c) Such financial statements described in (a) and its Subsidiaries do not have any (b) above reflect all material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in accordance with GAAP consistently applied throughout the most recent financial statements referred to in this paragraphperiod covered thereby.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052007, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited statements of income of the Borrower for the fiscal years ended on December 31, 2005, December 31, 2006 and December 31, 2007 present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such Fiscal Yeardate, and the results of its operations (on a consolidated basis) for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062008, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except GAAP. Except with respect to interim financialsany Obligations and the obligations to acquire Target, normal year-end audit adjustments). As no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 3128, 20052020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at April 3, 2023, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). adjustments and are lacking footnote disclosures. (c) [Reserved]. (d) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. Except as reflected in filings made by the Borrower with the SEC since January 2, 2023, during the period from January 2, 2023 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Year period from inception of the applicable entity to and including December 31 1996, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ & ▇o., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of such date, and the consolidated results of their operations and their consolidated cash flows for the period from the inception of the applicable entity to and including December 31, 1996. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries at March 31, 1997 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, reported on certified by and accompanied by an unqualified report from Deloitte & Touche LLPa Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 5.1(a), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or other material agreement or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial statements referred foregoing statements. Except as set forth on Schedule 5.1(a), during the period from January 1, 1997 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, no purchase or other acquisition of any business or material part thereof (including any capital stock of any other Person). (b) The pro forma balance sheet of the Borrower and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), as set forth in this paragraphthe Information Memorandum is the balance sheet of the Borrower and its consolidated Subsidiaries as of March 31, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on the dates set forth therein) to (i) the making of the Loans and other extension of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, (ii) the issuance of the Subordinated Notes and (iii) the payment of fees and expenses paid in connection with the consummation of the transactions contemplated by the Loan Documents.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052004, December 31, 2005 and December 31, 2006, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at each of March 31, 2007 and June 30, 2007, and the related unaudited consolidated statements of income and cash flows for the fiscal quarter ended on such date, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not Subsidiaries, taken as a whole, have any no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or referred in the notes thereto to the extent required to be so reflected or incurred since June 30, 2007 in the ordinary course of business. During the period from December 31, 2006 to and including the date hereof there has been no Disposition other than (i) the sale to Citadel Derivatives Group LLC of certain limited liability company membership interests in Direct Edge Holdings LLC and the Direct Edge Partial Equity Sale or (ii) in the ordinary course of business by any Group Member of any material part of its business or property.

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

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

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 20052018, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte ▇▇▇▇▇ & Touche Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Amendment and Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended Amendment and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2018 to and including the Amendment and Restatement Effective Date there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole (other than in the ordinary course of business).

Financial Condition. (a) The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2002 and the related statements of income and cash flow, for the nine months then ended (including the notes thereto), copies of which have heretofore been furnished to each Lender are accurate and complete in all material respects and present fairly the financial condition of Holdings as of such date and the consolidated results of its operations and its consolidated cash flows for the nine months then ended, in accordance with GAAP. As of the date of such financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of Holdings or any of its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP or as otherwise disclosed on Schedule 4.1 (which Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date). (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 20052001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPA▇▇▇▇▇ A▇▇▇▇▇▇▇ Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do Holdings does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) [Reserved] (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 2005, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March July 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062020, and the related unaudited consolidated statements of income and cash flows for the 3-six (6) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-six (6) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2018 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2000, and the related unaudited consolidated statements of income and cash flows for the six-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6-month period) six -month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.. During the period from December 31, 1999 to and including the date hereof there has

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 3128, 20052002 and December 29, 2001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 4, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its consolidated Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31January 2, 2005, 2000 and the related consolidated statements of income and of retained earnings and cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at February 29, 2000 and the related unaudited consolidated statements of, financial condition, income and retained earnings and cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 6.1, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation not permitted under subsection 9.2, material contingent liabilities and liabilities liability or liability for taxes, or any material long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 6.1 and other than pursuant to the Business Plan and the Borrower's 1999 business plan, during the period from January 2, 2000 to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Consolidated Subsidiaries at January 2, 2000.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements audited statement of income and of cash flows for the Fiscal Year ended on such dateDecember 31, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO ▇▇▇▇▇▇▇ LLP, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements statement of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsFinancial Statements delivered in accordance with this Section 4.1, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, none of Holdings, the Borrower and its or any of their respective Subsidiaries do not have has any material Guarantee ObligationsGuaranty Obligations (other than guarantees by Holdings and the Subsidiary Guarantors under the First Lien Credit Agreement and the Senior Subordinated Notes Indenture), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in such March 31, 2006 financial statements. Except for any Disposition that has been disclosed to the most recent financial statements referred Administrative Agent prior to in this paragraphthe date hereof, during the period from December 31, 2005 to and including the date hereof there has been no Disposition by any of Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. The audited unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052004, and December 31, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2005, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrower and its consolidated subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments and absence of footnotes and subject to any write downs, write offs, charges and adjustments, required as a result of the Restatements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than contingent liabilities arising in the ordinary course of business or as disclosed on Schedule 4.1(b)-1). Except as set forth on Schedule 4.1(b)-2, during the period from December 31, 2004 to and including the date hereof there has been no Disposition by the Borrower or its consolidated Subsidiaries of any material part of its business or Property.

Financial Condition. The audited (i) DFS has heretofore furnished to the Lenders its consolidated balance sheets combined statement of financial condition and related statements of income, changes in stockholders’ equity and cash flows (x) as of and for the fiscal year ended November 30, 2006, reported on by Deloitte & Touche LLP, independent public accountants, and (y) as of and for the fiscal quarter and the portion of the Borrower fiscal year ended February 28, 2007 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of DFS and its consolidated Subsidiaries as at December 31, 2005, of such dates and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, periods in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended accordance with GAAP (subject to normal year-end audit adjustments). All such financial statements, including adjustments and the related schedules and notes thereto, have been prepared absence of footnotes in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As case of the Amended statements referred to in clause (y) above), and Restated Effective Date, the Borrower DFS and its consolidated 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 commitmentscommitments not disclosed therein. (ii) Discover Bank has heretofore furnished to the Lenders its consolidated statements of condition and related statements of income, includingcomprehensive income, without limitationshareholder’s equity and cash flows as of and for the fiscal years ended November 30, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives2006 and November 30, that are not reflected in the most recent 2005, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements referred to present fairly, in this paragraphall material respects, the financial position and results of operations and cash flows of Discover Bank and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, and Discover Bank and its consolidated Subsidiaries do not have any material contingent liabilities or unusual forward or long-term commitments not disclosed therein. Immediately following consummation of the Spin-Off Transaction, the financial position, results of operations and cash flows of Discover Bank will be no less favorable than those presented in such financial statements.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 1999, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2000 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (orthree months ended March 31, in the event the June 302000, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe March 31, normal 2000 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 2000 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at March 31, 2000.

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

Financial Condition. The audited consolidated balance sheets of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at December 31October 2, 20052004, and the related consolidated statements of income and of cash flows of Sanmina-SCI for the Fiscal Year fiscal years ended on such datedates, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 10-K filed with the SEC on December 29, 2004, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI’s consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at March 31July 2, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062005, and the related unaudited consolidated statements of income and cash flows of Sanmina-SCI for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q filed with the SEC on August 10, 2005, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI’s consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Sanmina-SCI’s accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-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 audited financial statements referred to in this paragraph. During the period from July 2, 2005 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Premisys as at December 31June 25, 20051999 and June 26, 1998, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Premisys as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of Premisys as at September 24, 1999, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of Premisys as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6-three- month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 25, 1999 to and including the Closing Date, there has been no sale, transfer or other disposition by Premisys of any material part of its business or property, other than the sales, transfers and other dispositions constituting the Transaction. (b) The unaudited pro forma consolidated balance sheet of Premisys as at each of June 25, 1999 and September 24, 1999, and the related unaudited consolidated statements of income and cash flows for the fiscal year or fiscal quarter (as the case may be) ended on each such date, present fairly the consolidated financial condition of Premisys as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal period then ended (subject to normal year-end audit adjustments, in the case of the financial statements as at September 24, 1999). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved and have been adjusted to reflect, on a pro forma basis, the financial performance and position only of the businesses which will comprise LegacyCo on the Reorganization Date. (c) The unaudited pro forma consolidated balance sheet (including the notes thereto) as at September 24, 1999 of: (i) AcquisitionCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Tender Offer, the Merger and the Loans to be made hereunder on the Closing Date; and (ii) LegacyCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transaction and the Loans to be made hereunder. Each such pro forma consolidated balance sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at September 24, 1999, assuming that the events specified in the preceding sentence had actually occurred at such date. (d) The unaudited pro forma consolidated summary cash flow statement for the period of four consecutive fiscal quarters ended September 24, 1999 of LegacyCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transaction and the Loans to be made hereunder. Such unaudited pro forma consolidated summary balance sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated cash flow results of LegacyCo and its consolidated Subsidiaries for the period ended September 24, 1999, assuming that the events specified in the preceding sentence had actually occurred at the first day of such period. Such unaudited pro forma consolidated summary cash flow statement demonstrates that LegacyCo would have had positive cash flow (after, among other things, the payment of debt service) if the Transaction had occurred on the first day of the period of four consecutive fiscal quarters ended September 24, 1999.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052005 and December 30, 2006, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such Fiscal Year. financial statements, including the related schedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (b) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31for the nine-month period ended September 29, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved. (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). c) As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are made outside the ordinary course of business that are not reflected in the most recent financial statements referred to in this paragraphclauses (a) and (b) above. During the period from September 29, 2007 to and including the Effective Date, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 20052003 and the related consolidated statement of income, equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Deloitte & Touche LLP heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2004 and the related consolidated statements of income income, equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the Fiscal Year six month period ended on such datedate heretofore furnished to the Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-six month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and, the lack of footnotes). All such financial statements, including Neither the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As Borrower nor any Subsidiary of the Amended and Restated Effective Date, Borrower has on the Borrower and its Subsidiaries do not have date hereof any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since December 31, without limitation2003, there has been no change or event having a Material Adverse Effect that is continuing. Since the date of the Financial Statements, neither the business nor the Properties (taken as a whole) of the Borrower, any interest rate Guarantor or foreign currency swap or exchange transaction any Restricted Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation in respect labor disturbance, embargo, requisition or taking of derivativesProperty or cancellation of contracts, that are not reflected in the most recent financial statements referred to in this paragraphpermits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy which is continuing.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2000 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 7.1, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property, other than sales in the ordinary course of business, permitted sales of inventory and sales of obsolete or worn out goods or equipment and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred condition of the Borrower and its consolidated Subsidiaries at December 31, 2000. (b) The operating forecast of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in this paragraphgood faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP. The Borrower has no reason to believe that as of the date of delivery such operating forecast was materially incorrect or misleading in any material respect, or omitted to state any material fact which would render them misleading in any material respect. The parties hereto acknowledge that all such forecasts and projections are based on various facts and assumptions which the Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially from such forecasts and projections.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower Intermediate Holdings II and its consolidated Subsidiaries as at of December 31, 20052018, December 31, 2019 and December 31, 2020 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdates, present fairly in all material respects the consolidated financial condition of the Borrower Intermediate Holdings II and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Intermediate Holdings II and its Subsidiaries as at September 30, 2021, and the 6-related unaudited consolidated statements of income and cash flows for the nine month period) period ended on such date, present fairly in all material respects the consolidated financial condition of Intermediate Holdings II and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine month period then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialstherein) No Group Member has, normal year-end audit adjustments). As as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, in each case, as would be considered material. During the period from December 31, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business property.

Financial Condition. (a) The audited consolidated balance sheets sheet ------------------- of the Borrower Company and its consolidated Subsidiaries as at December 31January 1, 20052000, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at April 1, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on each such date, in certified by a Responsible Officer of the event Company, copies of which have heretofore been furnished to each Lender, present fairly the June 30consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Company and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for 42 taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. (c) The unaudited consolidated pro forma balance sheet of the Company --- ----- and its consolidated Subsidiaries, as of January 1, 2000, certified by a Responsible Officer of the Company (the "Pro Forma Balance Sheet"), copies of ----------------------- which have been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Transactions and (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Transactions. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company as of the date of delivery thereof and reflects on a pro forma basis the --- ----- financial position of the Company and its consolidated Subsidiaries as of January 1, 2000, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of January 1, 2000.

Financial Condition. The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2003 and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2004 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by and accompanied by an unqualified report from Deloitte & Touche LLPa Responsible Officer (the “Financial Statements”). The Financial Statements present fairly, present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateDecember 31, 2003 and March 31, 2004 and present fairly, in all material respects, the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except period involved. Except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsset forth on Schedule 4.1, normal year-end audit adjustments). As of the Amended and Restated Effective Date, neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at December 31, 2003 or at the date hereof, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or unusual material forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Subsidiaries as of December 31, 2003.

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

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

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

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005, 2004 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2004, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income and its consolidated cash flows for Holdings and such Fiscal YearSubsidiaries for the period then ended. The unaudited consolidated consolidating balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated consolidating statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income for Holdings and its consolidated cash flows such Subsidiaries for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except or, with respect to interim financialsunaudited financial statements, normal year-end audit adjustmentsa Responsible Officer and disclosed therein). As of the Amended and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than any earn out permitted under Section 7.2(f) and Guarantee Obligations permitted under Sections 7.2(c) and (m)). During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 29, 2001, December 29, 2002 and December 31, 2005, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPArthur Andersen LLP with respect to the 2001 financial statements a▇▇ ▇▇▇m ▇▇▇▇▇▇▇terhouse Coopers LLP with respect to the 2002 and 2003 financial statements, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31October 2, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062004, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or < 30 > foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that (i) are not material to the Borrower and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in the Borrower's most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date of this Agreement (such filings made prior to the date of this Agreement, the "SEC Filings"). During the period from December 31, 2003 to and including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to the Borrower and its Subsidiaries taken as a whole except as set forth in the most recent financial statements referred to in this paragraph or in the Borrower's SEC Filings.

Financial Condition. (a) The audited consolidated balance ------------------- sheets of the Borrower and its consolidated Subsidiaries as at December 31April 2, 2005, 1999 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended. The pro forma unaudited consolidated balance sheet of the Borrower (excluding NTC) as at April 2, 1999, and the related unaudited consolidated statements of income and cash flows for the twelve-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6twelve-month period) period then ended (subject to normal year-end audit adjustmentsadjustments)(excluding NTC). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 2, 1999 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of their business or Property.

Financial Condition. The audited consolidated combined balance sheets sheet of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at December 31, 20052009, and the related consolidated audited combined statements of earnings, stockholders’ equity and comprehensive income (loss) and of cash flows of Viacom and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche with the opinion thereon of PricewaterhouseCoopers LLP, heretofore furnished to each of the Lenders (or made available to the Lenders through access to a web site, including, without limitation, ▇▇▇.▇▇▇.▇▇▇), fairly present fairly in all material respects the consolidated financial condition of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at such date, date and the consolidated results of its their operations and its consolidated cash flows for the fiscal year ended on such Fiscal Yeardate in accordance with GAAP. The unaudited consolidated combined balance sheets sheet of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062010, and the related unaudited consolidated combined statements of income earnings and cash flows of Viacom and its Consolidated Subsidiaries for the 3six-month period (orthen ended, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition heretofore furnished to each of the Borrower and its consolidated Subsidiaries as at such dateLenders (or made available to the Lenders through access to a web site, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (orincluding, in the event the June 30without limitation, 2006 unaudited consolidated balance sheets are available▇▇▇.▇▇▇.▇▇▇), the 6-month period) then ended fairly present (subject to normal year-end audit adjustments). All ) the consolidated financial condition of Viacom and its Consolidated Subsidiaries as at such financial statements, including date and the related schedules and notes thereto, have been prepared consolidated results of their operations for the six-month period ended on such date in accordance with GAAP applied consistently throughout the periods involved (GAAP. Neither Viacom nor any of its Material Subsidiaries had on June 30, 2010 any known material contingent liability, except as approved by the aforementioned firm of accountants and disclosed therein and except with respect referred to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities or reflected or provided for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to Exchange Act Report or in this paragraphsuch balance sheets (or the notes thereto) as at such date.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Holdings as at of December 31, 20052001, December 31, 2002 and December 31, 2003 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at of such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings as of June 30, 2006 2004, and the related unaudited consolidated balance sheets are availablestatements of operations, cash flows and changes in shareholders equity for the 6-month period) six months then ended, present fairly the consolidated financial condition of Holdings as of such date, and the consolidated statements of operations and of cash flows for the six months then ended (subject to normal year-end audit adjustments). All such consolidated financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphthe preceding sentence (it being understood that with respect to Guarantee Obligations, the underlying debt is so reflected). During the period from December 31, 2003 to and including the date hereof there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property. (b) The Borrower has provided to the Administrative Agent (i) the audited combined balance sheets of Ameritech Publishing of Illinois, Inc. and Ameritech Publishing of Illinois Partners Partnership as of December 31, 2002 and December 31, 2003 and the related combined statements of income and of cash flows for each of the three years in the period ended December 31, 2003, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP and (ii) the audited balance sheets of DonTech II as of December 31, 2002 and December 31, 2003 and the related statements of operations and of cash flows for each of the three years in the period ended December 31, 2003, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP. All such financial statements, including the related schedules and notes thereto, present fairly and accurately, in all material respects, the financial position, results of operations and cash flows of such entities on a combined or consolidated basis, as applicable, as of the dates and for the applicable periods indicated, in each case in conformity with GAAP consistently applied except as noted therein.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3126, 2005, 2015 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 26, 2016 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except with respect as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to interim financials, normal year-end audit adjustments). As Neither the Parent nor any of the Amended and Restated Effective Dateits consolidated Subsidiaries had, the Borrower and its Subsidiaries do not have at March 26, 2016, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from March 26, 2016 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 26, 2016.

Financial Condition. (a) (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 20052002, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended, (ii) the unaudited consolidated balance sheet of Holdings as at March 31, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of Holdings as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All ) and (iii) all such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and and, in the case of clause (ii), except with respect to interim financials, normal year-end audit adjustmentsfor the absence of footnotes). As of the Amended and Restated Amendment Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans (it being understood that “material” shall be construed in the context of all Group Members taken as a whole). During the period from December 31, 2002 to and including the date hereof, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property except the sale of Wheeling Nisshin, Inc. (b) In the case of each Joint Venture, to the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) the audited consolidated balance sheets of such Joint Venture as at December 31, 2007, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from an independent certified public accountant, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), the unaudited consolidated balance sheet of such Joint Venture as at March 31, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year end audit adjustments). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) 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). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), as of the Effective Date, no Joint Venture has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP and that are not reflected in the most recent financial statements referred to in this paragraph. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), during the period from December 31, 2007 to and including the date hereof there has been no Disposition by a Joint Venture of any material part of its business or property. (c) Holdings and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to Holdings and its Subsidiaries is made known to Responsible Officers of Holdings in a timely manner.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062004, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except involved. Except as approved by disclosed in the aforementioned firm Specified Exchange Act Filings, neither the Borrower nor any of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As its consolidated Subsidiaries has as of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have Closing Date any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitmentscommitments outside of the ordinary course of business, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower Thermo Electron and its consolidated Subsidiaries as at December 28, 2002, December 31, 20052003 and December 31, 2004 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche Pricewaterhouse Coopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower Thermo Electron and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Thermo Electron and its consolidated Subsidiaries as at March 31April 2, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062005, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Thermo Electron and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that (i) are not material to Thermo Electron and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in Thermo Electron's most recent report on Form 10-K or any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date of this Agreement (such filings made prior to the date of this Agreement, the "SEC Filings"). During the period from December 31, 2004 to and including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to Thermo Electron and its Subsidiaries taken as a whole except as set forth in the most recent financial statements referred to in this paragraph or in Thermo Electron's SEC Filings.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower ------------------- Fox/Liberty and its consolidated Subsidiaries as at December 31, 20051996, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified (except to the extent any qualification stated therein relates solely to the effect of any change in GAAP applicable to Fox/Liberty) report from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly in all material respects the consolidated financial condition of the Borrower Fox/Liberty and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Fox/Liberty and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20061997, and the related unaudited consolidated statements of income and cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Fox/Liberty and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned relevant firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth in Part A of the Amended and Restated Effective DateSchedule 3.1, the Borrower Fox/Liberty and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction transactions or other obligation obligations in respect of derivatives, that are not in each case except as reflected in on the most recent financial statements balance sheet referred to above. Except as set forth in this paragraphPart B of Schedule 3.1, during the period from June 30, 1997 to and including the Closing Date there has been no Disposition by Fox/Liberty or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at June 27, 2002 (the "Balance Sheet"), copies of which have heretofor been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans outstanding after giving effect to any Loans to be made on the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. (b) The audited consolidated balance sheets of the Borrower Regal and its consolidated Subsidiaries as at December 31fiscal year-end 2001, 20052000 and 1999, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal years, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPLLP (except for, with respect to the report for fiscal year 2000, the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Borrower Regal and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its Subsidiaries as at March 28, 2002 and the 6-month period) related unaudited consolidated statements of income and cash flows for the period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Restatement Effective Date, the Borrower Holdings and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, 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 27, 2001, to and including the Restatement Effective Date there has been no Disposition by Holdings and its Subsidiaries of any part of its business or Property material to its ongoing business.

Financial Condition. The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments and absence of footnotes and subject to any write downs, write offs, charges and adjustments, required as a result of the Restatements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than contingent liabilities arising in the ordinary course of business or as disclosed on Schedule 4.1(b)-1 or as heretofore disclosed by the Borrower in the 2003 Financial and Information Report filed with the SEC on October 26, 2006). Except as set forth on Schedule 4.1(b)-2, during the period from December 31, 2004 to and including the date hereof there has been no Disposition by the Borrower or its consolidated Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries as at December 31September 30, 20051995 and September 30, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on each such date, reported on by KPMG Peat Marwick, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly 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 consolidated cash flows for the relevant fiscal year then ended. The unaudited 13 consolidated balance sheet of the 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 ended 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 its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-three month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject in each case to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Parent nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. 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 property and no purchase or other acquisition of any business or property other than the Remel Acquisition (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052016, December 31, 2017 and December 31, 2018, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2019, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsexcept, in the case of the unaudited consolidated financial statements for the period ended March 31, 2019, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements and the notes thereto referred to in this paragraph. During the period from December 31, 2018 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 2005, 2005 and the related consolidated statement of 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 Ernst & Young LLP heretofore furnished to the Administrative Agent and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2006 and their related consolidated statements of income income, stockholders’ equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the Fiscal Year three month period ended on such datedate heretofore furnished to the Administrative Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly correct in all material respects and fairly present the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-three month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other obligation in respect of derivatives, that are not reflected provided for in the most recent financial statements referred to Financial Statements or in this paragraphSchedule 7.02. As of the Closing Date, since December 31, 2005, there has been no change or event having a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December August 30, 2014, August 29, 2015 and September 3, 20162022, September 2, 2023 and August 31, 20052024, and the related consolidated statements of income income, comprehensive income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at DecNovember 330, 20162024, March 1, 2025 and May 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062025, and the related unaudited consolidated statements of income income, comprehensive income, shareholders’ equity and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate (collectively, the “Interim Financials”), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated ClosingAmendment No. 3 Effective Date, the Borrower and its Subsidiaries do not have except as set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 3, 2016August 31, 2024 to and including the ClosingAmendment No. 3 Effective Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries GPI as at December of May 31, 20052003 and May 31, 2004 and the related consolidated statements of income income, changes in shareholders' equity, and of cash flows for each of the Fiscal Year three years in the period ended on such dateMay 31, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 2004 present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries respective entities covered as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries GPI as at March of August 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated statements of income and cash flows for the 3-month period (orFiscal Quarter ending August 31, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date2004, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries respective entities covered as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end year‑end audit adjustments). The consolidated balance sheet of the Borrower as of May 31, 2004 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the three years in the period ended May 31, 2004 present fairly the consolidated financial condition of the respective entities covered as at such date and the consolidated results of their operations and consolidated cash flows for the fiscal year ended May 31, 2004. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to normal year-end adjustments and except for the absence of footnotes) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Loan Party has any material Guarantee Obligationsobligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphSection 3.1. During the period from May 31, 2004 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the U.S. Borrower and its consolidated Consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statement of income, stockholders' equity and cash flow of the U.S. Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Price Waterhouse LLP heretofore furnished to the U.S. Agent and the unaudited consolidated balance sheet of the U.S. Borrower and its Consolidated Subsidiaries as at March 31, 1997 and their related consolidated statements of income income, stockholders' equity and cash flow of cash flows the U.S. Borrower and its Consolidated Subsidiaries for the Fiscal Year three month period ended on such datedate heretofore furnished to the U.S. Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly correct in all material respects and fairly present the consolidated financial condition of the U.S. Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year- end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As None of the Amended and Restated Effective Date, Obligors has on the Borrower and its Subsidiaries do not have Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-long- term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since December 31, without limitation1996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Obligors and their Subsidiaries take as a whole have been materially and adversely affected as a result of any interest rate or foreign currency swap or exchange transaction fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation in respect labor disturbance, embargo, requisition or taking of derivativesProperty or cancellation of contracts, that are not reflected in the most recent financial statements referred to in this paragraphpermits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 20052003, and the related consolidated statement of income, partners’ equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated statements of income income, partners’equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the Fiscal Year three month period ended on such datedate heretofore furnished to the Administrative Agent, reported on by are/is complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All Except as reflected or referred to in such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt (other than the Spectrum Income Tax Obligation), contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, including2003, without limitationthere has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphSubsidiary have been materially and adversely affected.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3130, 2005, 1995 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG Peat Marwick LLP, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31November 23, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1996 and the related unaudited consolidated statements of income and of cash flows for the 3eleven-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3eleven-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except (i) to the extent permitted under this Agreement (ii) for the write down of specific Opthamalic Excimer Lasers, owned by the Borrower or its Subsidiaries as of the date hereof, in an aggregate amount of $2,500,000, as disclosed to the Lender prior to the date hereof, or (iii) as otherwise separately disclosed to the Lender in writing prior to the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and except for the E.B. ▇▇▇▇▇ ▇▇▇uisition, no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraph.condition of the Borrower and its consolidated

Financial Condition. (a) The Pro Forma Financial Statements have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were based on the conditions and facts known to the Borrower at the time of delivery of such Pro Forma Financial Statements and believed by the Borrower to be reasonable. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052012, December 31, 2011 and December 31, 2010, and the related consolidated statements of operations, of stockholders’ equity and comprehensive income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations operations, its consolidated stockholders’ equity and comprehensive income and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited condensed consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited condensed consolidated statements of income operations and condensed cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, except as set forth on Schedule 4.1(b) to the Borrower and its Subsidiaries do not have Disclosure Letter, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

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

Financial Condition. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2013, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year-year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than any Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2012 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availableof the Borrower as at March 31, 2004, June 30, 2004 and September 30, 2004, and the 6-month period) related unaudited consolidated statements of income and cash flows for the periods ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the quarterly periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxestaxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property, except as reflected in the foregoing financial statements.

Financial Condition. The audited consolidated balance sheets of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at December 31September 30, 20052006, and the related consolidated statements of income and of cash flows of Sanmina-SCI for the Fiscal Year fiscal years ended on such datedates, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 10-K filed with the SEC on January 3, 2007, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI's consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows of Sanmina-SCI for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2007, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI's consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Sanmina-SCI's accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-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 audited financial statements referred to in this paragraph. During the period from June 30, 2007, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31January 2, 20052016 and January 3, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such Fiscal Year. financial statements, including the related schedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (b) The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31for the fiscal quarter ended October 1, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-nine- month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved. (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). c) As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are made outside the ordinary course of business that are not reflected in the most recent financial statements referred to in this paragraphclauses (a) and (b) above. During the period from January 2, 2016 to and including the Effective Date, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole.

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

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

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon of Ernst & Young, L.L.P. heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the six month period ended on such datedate heretofore furnished to the Administrative Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-six month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other obligation in respect of derivatives, that are not reflected provided for in the most recent financial Financial Statements, notes thereto and reports and registration statements referred to in this paragraphof the Borrower filed with the SEC. Since December 31, 1996, there has been no change or event having a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052011, June 30, 2012, and June 30, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062012, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Loan Party has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2012, to and including the date hereof, there has been no Disposition by any Loan Party of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31 2016 and December 31, 20052017, and the related consolidated statements of income operations and of cash flows for each of the Fiscal Year fiscal years in the two-year period ended on such dateDecember 31, 2017, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, present fairly fairly, in all material respects respects, the consolidated financial condition position and results of operations and cash flows of the Parent Borrower as of such dates and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearperiods. The unaudited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062018, and the related unaudited consolidated statements of income operations and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, neither the Parent Borrower and nor any of its Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxesTaxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (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 ▇▇▇▇▇ system (or any successor thereto) or any other publicly available database maintained by the Securities and Exchange Commission, during the period from December 31, 2017 to and including the date hereof there has been no Disposition by the Parent Borrower or any of its Subsidiaries of any material part of the business or property of the Parent Borrower, taken as a whole.

Financial Condition. (a) The Projected Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and are based upon good faith estimates and assumptions believed by management of Holdings to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052017 and June 30, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPMarch 31, 2019 present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries as at March May 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062019, and the related unaudited consolidated statements of income and cash flows for the 3-five (5) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-trailing twelve (12) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 2018 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Projected Pro Forma Financial Statements have been prepared giving effect (as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended if such events had occurred on such date, reported ) to (i) the Loans to be made on by the Closing Date and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition use of the Borrower and its consolidated Subsidiaries as at such dateproceeds thereof, and (ii) the consolidated results payment of its operations fees and its consolidated cash flows for such Fiscal Yearexpenses in connection with the foregoing. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsProjected Pro Forma Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect for the absence of footnotes and subject to interim financials, normal year-end adjustments for unaudited financial statements). The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being ny-2096649 v7 recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheet of the Group Members as of June 30, 2020 presents fairly in all material respects the consolidated financial condition of the Group Members as at such date. The unaudited consolidated balance sheet of the Group Members as of September 30, 2020 and December 31, 2020, and the related unaudited consolidated statements of income and cash flows for the three and six month periods ended on such dates, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of their operations and its consolidated cash flows for the three and six month periods then ended (subject to normal year‑end audit adjustments). As No Group Member has, as of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property and not disclosed in the financial statements referred to in this paragraph.

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

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001, and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not otherwise been disclosed to the Administrative Agent in writing. During the period from January 1, 2002 to and including the Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets of the Borrower Borrowers and its consolidated their Subsidiaries as at of December 31, 20052009 and December 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte McGladrey & Touche LLPCo., present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Borrowers and its consolidated their Subsidiaries as at March 31February 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows for the 3one-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate hereof, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property.

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

Financial Condition. The audited consolidated Consolidated balance sheets of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at December 31, 20052014, and the related consolidated statements of income and of cash flows of the Guarantor for the Fiscal Year fiscal year ended on such date, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 20-F filed with the SEC on May 15, 2015, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated condensed Consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062015, and the related unaudited consolidated statements of income and cash flows of the Guarantor for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 6-K filed with the SEC on August 17, 2015, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Guarantor's accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from December 31, 2014, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051995, and the related consolidated statements statement of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 1995, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPrice Waterhouse, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 1996 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (or, in the event the June three and nine months ended September 30, 2006 unaudited consolidated balance sheets are available1996, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three- and nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe September 30, normal 1996 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1, 44 38 neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from September 30, 1996 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at September 30, 1996.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20051997, December 31, 1998 and December 31, 1999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate hereof, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property.

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

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, and the related consolidated statements audited statement of income and of cash flows for the Fiscal Year ended on such dateDecember 31, 2002, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062003, and the related unaudited consolidated statements statement of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statementsFinancial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP specifically relating to financial statements for a division of a large corporation applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, none of Holdings, the Borrower and its or any of their respective Subsidiaries do not have has any material Guarantee ObligationsObligations (other than guarantees by the Subsidiary Guarantors under the Senior Subordinated Notes Indenture), contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in such March 31, 2003 financial statements. During the most recent financial statements referred period from December 31, 2002 to in this paragraphand including the date hereof there has been no Disposition by any of Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. (a) [reserved] (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31June 30, 20052004, June 30, 2005 and June 30, 2006, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its consolidated Subsidiaries as at July 31, 2006 and August 31, 2006, and the 6related unaudited consolidated statements of income and cash flows for the one-month period) and two-month periods ended on such dates, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the one-month and two-month periods then ended (subject to normal year-end audit adjustmentsand quarter end adjustments and the absence of footnotes). All such audited financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from June 30, 2006 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 20052020, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte ▇▇▇▇▇ & Touche LLP▇▇▇▇▇, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of each fiscal quarter thereafter ended at least 40 days prior to the Fourth Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended and Restated Fourth Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2020 to and including the Fourth Restatement Effective Date there has been no Disposition by any Group Member of any material part of 85 its business or property (other than as permitted by Section 7.5(b) or otherwise in the ordinary course of business).

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Optasite and its consolidated Subsidiaries as at December 31, 2005, 2007 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal period ended on such date, reported on audited by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower Optasite and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither Optasite nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datebalance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto, subject to normal year-end adjustments. (b) The consolidated balance sheet of SBAC and its consolidated Subsidiaries as at December 31, 2007 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, audited by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial statements condition of SBAC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such 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). Neither SBAC nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (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 interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in this paragraphthe foregoing statements or in the notes thereto, subject to normal year-end adjustments. (c) The unaudited consolidated balance sheet of Optasite and its consolidated Subsidiaries as at March 31, 2008 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, 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 Optasite and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for the absence of footnotes and year-end adjustments and the application of FAS 13) applied consistently throughout the periods involved (except as approved by a Responsible Officer as disclosed therein). Neither Optasite nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (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 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, subject to normal year-end adjustments. (d) The unaudited consolidated balance sheet of SBAC and its consolidated Subsidiaries as at March 31, 2008 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, 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 SBAC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such 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 a Responsible Officer as disclosed therein). Neither SBAC nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (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 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, subject to normal year-end adjustments.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052003, and the related consolidated statements statement of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2004, June 30, 20062004 and September 30, 2004 and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods ended on such datedates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the 3periods then ended (subject to normal year-month period end audit adjustments and without the requirement 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 (orexcept as approved by the aforementioned firm of accountants and disclosed therein). Except for the Borrower’s obligations under Section 1.3(e) of the Purchase Agreement and its obligations under the New Omnibus Agreement, the Borrower does not have any Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are material and that are not reflected in the event most recent financial statements or the notes attached thereto. Except for the Disposition of Common Units, during the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower GP, the Borrower and the Borrower’s Subsidiaries of any material part of their respective businesses or Properties. (b) The audited consolidated balance sheets of MMP and its consolidated Subsidiaries as at December 31, 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of MMP 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 MMP and its consolidated Subsidiaries as at March 31, 2004, June 30, 2006 2004 and September 30, 2004, and the related unaudited consolidated balance sheets are availablestatements of income and cash flows for the periods ended on such dates, present fairly in all material respects the 6-month period) consolidated financial condition of MMP and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended Except as set forth on Schedule 3.1(b), MMP and Restated Effective Date, the Borrower and its MMP’s Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are material and that are not reflected in the most recent financial statements (or the notes attached thereto) referred to in this paragraphSection 3.1(b). During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the General Partner, MMP and MMP’s Subsidiaries of any material part of their respective businesses or Properties.