Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at November 30, 1998, and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. Castle has delivered to Buyer (a) The Consolidated the audited consolidated balance sheet as of September 30, 1994 (the Company "Balance Sheet Date") of Castle and its Consolidated Subsidiaries as at November 30(the "Balance Sheet") and the audited consolidated statement of income, 1998consolidated statement of retained earnings, and the related Consolidated statements of earnings and consolidated statement of cash flows of Castle and its Subsidiaries for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating , (b) the audited balance sheet as of the Company Balance Sheet Date of IRLP and its Consolidated Subsidiaries as at May 31the audited statement of income, 1999statement of retained earnings, and the related unaudited Consolidated and consolidating statements of earnings and statement of cash flows of IRLP for the six-month year then ended, and (c) the unaudited balance sheet as of August 31, 1995 of IRLP and the unaudited statement of income, statement of retained earnings, and statement of cash flows of IRLP for the period ended on then ended. Each such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present balance sheet presents fairly the Consolidated financial condition, assets, liabilities, and consolidating financial condition stockholders' equity or partnership capital of the Company respective entities as of its date; each such statement of income and its Consolidated Subsidiaries as at such date, and statement of retained earnings presents fairly the Consolidated and consolidating results of their operations of the respective entities for the period indicated; and their Consolidated and consolidating each such statement of cash flows for presents fairly the six-month period then ended (subject information purported to normal year-end audit adjustments and be shown therein. To the absence Knowledge of footnotes). All such Sellers, the financial statements, including the related schedules and notes thereto, statements referred to in this Section 4.9 have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officerexcept, as in the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to aboveunaudited statements, any for the omission of footnote disclosures and other information and for normal year-end adjustments) and the books and records of Castle and its Subsidiaries. To the Knowledge of Sellers, the Castle Subsidiaries have no material Guarantee Obligationcapital lease obligations (other than leases for copiers, contingent liability or liability for taxes, or any vehicles. and similar equipment which may have been capitalized) and no material long-term lease or unusual forward or long-term commitment, including liabilities for the deferred purchase price of any Hedge Agreement, which is not reflected in assets (other than a license fee for the foregoing statements or in the notes theretoPenex process). Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including As of the date hereof there (with respect to clause (a) only) and as of the Closing Date: (a) the Acquired Corporation has been no saleat least $3.5 million of cash plus interest accrued thereon in bank accounts specified in Schedule 4.9 attached hereto, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material which cash and interest shall be part of its business the Assets owned by IRC at Closing, and has no Liabilities, known or property unknown, accrued or unaccrued, aggregating more than $25,000, other than Environmental Claims; and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect IRLP has title to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act "tank bottoms" specified on Form S-1Schedule 2.2C attached hereto.

Financial Condition. (a) [Reserved.] (b) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at November 30of December 31, 19982012, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by a report from Deloitte & Touche LLP, copies a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at May of March 31, 19992013 and, June 30, 2013 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period periods ended on such date, certified by a Responsible Officerdates, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the sixthree-month period periods then ended (subject to normal year-end year‑end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease long‑term leases or unusual forward or long-term commitmentlong‑term commitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. Except as set forth in Schedule 6.1, during During the period from November September 30, 1998, 2013 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower 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 Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998date hereof. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1995 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such dateperiod from November 6, 1995 to December 31, 1995, reported on by PricewaterhouseCoopers LLP▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and certified by the chief financial officer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet consolidated statement of income of the Company Borrower and its Consolidated consolidated Subsidiaries as at May August 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date1996, certified by the chief financial officer of the Borrower, a Responsible Officer, copies copy of which have has heretofore been furnished to each Lender, present is complete and correct and presents fairly the Consolidated and consolidating financial condition consolidated results of operations of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended date (subject to normal year-end audit adjustments adjustments). The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 6, 1995, reported on by Coopers & ▇▇▇▇▇▇▇ LLP and certified by the chief financial officer of the Borrower, a copy of which has heretofore been furnished to each Lender, is complete and correct and presents fairly the consolidated financial condition of the Borrower and the absence of footnotes)consolidated Subsidiaries as at such date. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officerchief financial officer, as the case may be, and as disclosed therein). Neither Except as set forth on Schedule 3.1, neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during During the period from November 30April 9, 1998, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30April 9, 19981996, other than the sale of inventory in the ordinary course of business. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1997 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 19991998 or, if later and prior to the Signing Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Borrower’s good faith estimate of the financial position of Borrower and its consolidated Subsidiaries as at the close of and for the Borrower’s fiscal year ended December 31, 2017, assuming that the events specified in the preceding sentence have actually occurred. (b) The audited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at November 30of December 31, 19982016, and the related Consolidated statements consolidated statement of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPand accompanied by an unqualified report from KPMG US, copies of which have heretofore been furnished to each LenderLLC, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating unaudited, internally prepared consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at May March 31, 19992018, and the related unaudited Consolidated and consolidating unaudited, internally prepared consolidated statements of earnings income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries hadNo Group Member has, at the date as of the most recent balance sheet referred to aboveClosing Date, any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxesTaxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis Section 4.1(b). Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 2016 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Group Member of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998property. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November September 30, 1998, 1996 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPDeloitte & Touche, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31June 30, 1999, 1997 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixnine-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 and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixnine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest 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. Except as set forth in Schedule 6.1, during During the period from November September 30, 1998, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase -33- 40 or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November June 30, 19981997. (b) The Consolidated and consolidating pro forma consolidated balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at May 31June 30, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended1997, certified by a Responsible Officer of the CompanyBorrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the making of the Revolving Credit Loans to be made on the Closing Date, (ii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (iii) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith using assumptions deemed reasonable by the Borrower as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1997, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lenderthe Agent, fairly present have been prepared in good faith using assumptions deemed reasonable by the Consolidated and consolidating pro forma financial condition Borrower under the direction of a Responsible Officer of the Company Borrower, and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared 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 requirements date of Regulation S-X under the Securities Act applicable delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to a registration statement under the Securities Act on Form S-1state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The Consolidated audited balance sheet of the Company and its Consolidated Subsidiaries Borrower as at November 30December 31, 1998, 1996 and the related Consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. . (b) The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries consolidated subsidiaries as at May 31September 30, 1999, 1997 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-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 and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-nine month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries hadThe Borrower did not have, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 1996 to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries Borrower at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May December 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-11996.

Financial Condition. (a) The Consolidated unaudited pro forma condensed consolidated balance sheet of the Company Superholdings and its Consolidated Subsidiaries as at November of June 30, 19982006 (including the notes thereto) (the “Pro Forma Balance Sheet”), a copy of which has heretofore been made available to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Restructuring, (ii) the Loans made on the Closing Date and the Senior Notes issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to Superholdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Superholdings and its Consolidated Subsidiaries as of June 30, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet of Superholdings as of December 31, 2005, and the related Consolidated consolidated statements of earnings income and of cash flows comprehensive income and stockholders’ equity for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by unqualified reports from Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries Superholdings as at of such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating condensed consolidated balance sheet of the Company and its Consolidated Subsidiaries Superholdings as at May 31of June 30, 19992006, and the related unaudited Consolidated and consolidating condensed consolidated statements of earnings income and of comprehensive income and cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company and its Consolidated Subsidiaries Superholdings as at of such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date As of the most recent balance sheet referred Closing Date, giving effect to abovethe Transactions (as defined in the Original Credit Agreement) and the issuance of the Senior Notes, no Group Member had any material Guarantee ObligationObligations (other than Guarantee Obligations arising under or in connection with the Original Credit Agreement or the Senior Notes), contingent liability or liability liabilities and liabilities for taxes, or any long-long term lease leases or unusual forward or long-long term commitmentcommitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. Except as set forth in Schedule 6.1, during During the period from November June 30, 1998, 2006 to and including the date hereof Restatement Date there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998property. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30July 3, 1998, 2011 and the related Consolidated unaudited pro forma consolidated income statements of earnings and of cash flows for the fiscal year ended on twelve month period ending as at such date, reported on by PricewaterhouseCoopers LLPdate (the “Zarlink Pro Forma Financial Statements”), 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 (i) the consummation of the Zarlink Acquisition and the Refinancing, (ii) the Term Loans to be made under this Agreement on the Restatement Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared in good faith based on the assumptions set forth therein, which the Borrower believed to be reasonable assumptions at the time such Pro Forma Financial Statements were prepared, and present fairly in all material respects on a pro forma basis the Consolidated estimated financial position of the Borrower and its consolidated Subsidiaries as at and for each of the dates and periods set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date. (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries (other than Zarlink and its Subsidiaries) for each of the 2008, 2009 and 2010 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP present fairly in all material respects the consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries (other than Zarlink and its Subsidiaries) for the fiscal year then ended. The unaudited Consolidated quarters ending January 2, 2011, April 3, 2011 and consolidating balance sheet July 3, 2011 and for each fiscal quarter ended after the second fiscal quarter of 2011 and at least forty-five (45) days (or, in the case of the Company and its Consolidated Subsidiaries as fiscal quarter that occurs at May 31the end of the 2011 fiscal year, 1999, and ninety (90) days) prior to the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each LenderRestatement Date, present fairly in all material respects the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended consolidated (subject to normal year-end audit adjustments and the absence of footnotes). iii) All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except except, with respect to clause (b)(i), as approved by such the aforementioned firm of accountants or Responsible Officerand disclosed therein, as the case may bewith respect to clause (b)(ii), and as disclosed therein). Neither . (i) The audited consolidated balance sheets of Zarlink and its Subsidiaries for the Company nor any 2009, 2010 and 2011 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from Deloitte and Touche LLP, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of Zarlink and its Subsidiaries as at such date, and the consolidated results of its Consolidated Subsidiaries hadoperations and its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of Zarlink and its Subsidiaries, to the extent delivered pursuant to Section 4(c) of Amendment No. 2, for each fiscal quarter ended after the second fiscal quarter of 2011 and at least forty-five (45) days (or, in the case of the fiscal quarter that occurs at the date end of the 2011 fiscal year, ninety (90) days) prior to the Restatement Date, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of Zarlink 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 and the absence of footnotes). (iii) All such financial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, including the related schedules and notes thereto, to the best knowledge of the Borrower, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except, with respect to clause (c)(i), as approved by the aforementioned firm of accountants and disclosed therein and, with respect to clause (c)(ii) as disclosed therein). (d) The most recent balance sheet financial statements referred to above, any in clause (b)(i) disclose in accordance with GAAP or other applicable accounting standards all material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreement, which is not reflected in the foregoing statements interest rate or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer foreign currency swap or exchange transaction or other disposition by the Company or any obligation in respect of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998derivatives. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated audited balance sheet sheets of the Company Holdings and its Consolidated consolidated Subsidiaries as at November 30December 31, 19982000, December 31, 2001 and December 31, 2002 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Company Holdings and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). (b) The unaudited Consolidated and consolidating consolidated balance sheet of the Company Holdings and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 2003 and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the sixthree-month period ended on such datethen ended, certified by a Responsible OfficerOfficer of the Company, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the Consolidated and consolidating consolidated financial condition position of the Company Holdings and its Consolidated consolidated Subsidiaries as at such date, date and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). 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 as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, Officer and as disclosed therein). Neither the Company nor any of Holdings and its Consolidated consolidated Subsidiaries had, did not have at the date of the most recent such balance sheet referred to abovesheet, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency exchange transaction, which is not reflected in the foregoing statements such balance sheet or in the notes thereto. Except as set forth thereto or in Schedule 6.1, during the period from November 30, 1998, notes to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated Holdings' audited financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998statements. (bc) The Consolidated and consolidating unaudited consolidated pro forma balance sheets sheet of the Company Holdings and its Subsidiaries consolidated Subsidiaries, as at May of March 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended2003, certified by a Responsible Officer of Holdings (the Company"Pro Forma Balance Sheet"), copies of which have been furnished to each Lender, fairly present is the Consolidated unaudited balance sheet of Holdings and consolidating pro forma financial condition its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Transactions, (ii) the incurrence of the Company Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of all other Indebtedness that Holdings and its consolidated Subsidiaries as at such date expect to incur, and the Consolidated and consolidating pro forma results payment of operations of the Company all amounts Holdings and its consolidated Subsidiaries for the period ended on such dateexpect to pay, in each case giving effect to connection with the Recapitalization and Transactions. The Pro Forma Balance Sheet, together with the other transactions contemplated by the Recapitalization Documentsnotes thereto, all were prepared based on good faith assumptions in accordance with GAAP and is based on the requirements best information available to the Company as of Regulation S-X under the Securities Act applicable to date of delivery thereof and reflects on a registration statement under pro forma basis the Securities Act on Form S-1financial position of Holdings and its consolidated Subsidiaries as of March 31, 2003, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of such date.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at November 30of December 31, 1998, 2002 and the related Consolidated consolidated statements of income, retained earnings and of cash flows for the fiscal year ended on such date, and the unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as of June 30, 2003; and the related consolidated statements of income, retained earnings and cash flows for the period ending as of such date, reported on on, in the case of the 2002 annual audited financial statements, by PricewaterhouseCoopers Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lenderthe Lenders, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated retained earnings and cash flows for each of the fiscal year periods then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretothereto relating to the audited financials, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (b) All balance sheets, all statements of income and shareholders equity and of cash flows and all other financial information which shall hereafter be furnished by or on behalf of or the Borrower to the Administrative Agent for the purposes of, or in connection with, this Agreement or any transaction contemplated hereby have been or will be prepared in accordance with GAAP consistently applied throughout the periods involved as required by GAAP (except as approved by such accountants disclosed therein) and do or Responsible Officerwill present fairly (subject to normal year-end adjustment and the absence of footnotes in the case of financial statements for any fiscal quarter) the financial condition of the Borrower and its Consolidated Subsidiaries, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, dates thereof and the related Consolidated results of their operations and consolidating pro forma statements of income of the Company their shareholders equity and its Subsidiaries cash flows for the twelve months periods then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated audited consolidated and unaudited consolidating balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as of December 31, 1996, and the audited consolidated and unaudited consolidating statements of earnings and statements of cash flows of the Borrower and its Subsidiaries for the years ended December 31, 1995 and December 31, 1996 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to the consolidated statements only, have been audited by a nationally recognized accounting firm reasonably acceptable to the Agent, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at November 30, 1998the end of, and the related Consolidated unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 1997 and prior to the Closing Date for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which financial information is available have heretofore been furnished to each Lender, present fairly the Consolidated . Such interim financial condition of the Company and its Consolidated Subsidiaries as at statements for each such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP (covered thereby, except as approved by such accountants or Responsible Officer, as for the case may beabsence of footnotes, and as disclosed therein). Neither (ii) present fairly in all material respects the Company nor any consolidated and consolidating financial condition, results of its Consolidated Subsidiaries had, at the date operations and cash flows of the most recent balance sheet referred to aboveBorrower and its Subsidiaries as of such dates and for such periods, any material Guarantee Obligation, contingent liability or liability except for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes theretorecurring annual audit adjustments. Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 1996 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries Credit Party of any material part of its the business or property of the Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Credit Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in SCHEDULE 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its Consolidated Subsidiaries at November 30, 1998as of the dates thereof. (b) The Consolidated and consolidating pro forma balance sheets As of the Company and its Subsidiaries Closing Date, the Credit Parties do not have any material liabilities, actual or contingent, or Preferred Stock except (i) as at May 31disclosed in the most recent interim balance sheet referred to in subsection (a) above, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries (ii) for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, items disclosed in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.SCHEDULE 5.1,

Financial Condition. (a) The Consolidated balance sheet unaudited consolidated financial statements of the Company Carlisle Leasing International LLC and its Consolidated Subsidiaries dated March 31, 2007, copies of which have been furnished to the Agent on or before the Closing Date, have been prepared in accordance with GAAP and present fairly in all material respects the financial position of Carlisle Leasing International LLC and its Subsidiaries on a consolidated basis as at November 30, 1998the date thereof, and the related Consolidated results of operations and statements of earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such The unaudited consolidated financial statementsstatements of Interpool Inc. and its Subsidiaries dated March 31, including 2007, copies of which have been furnished to the related schedules and notes theretoAgent on or before the Closing Date, have been prepared in accordance with GAAP applied consistently throughout and present fairly in all material respects the periods involved financial position of Interpool Inc. and its Subsidiaries on a consolidated basis as required by GAAP (except as approved by such accountants or Responsible Officer, as at the case may bedate thereof, and as disclosed therein)the results of operations and statements of cash flows for the period then ended, subject to normal year-end audit adjustments and the absence of footnotes. Neither the Company nor any None of its Consolidated Carlisle Leasing International LLC, Interpool Inc. and their respective Subsidiaries had, at to the date knowledge of the most recent balance sheet referred to aboveParent or the Borrower, as at March 31, 2007, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-long term lease lease, including, without limitation, any interest rate or unusual forward foreign currency swap or long-term commitment, including any Hedge Agreementexchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998thereto and which, to the knowledge of the Parent or the Borrower, could reasonably be expected to result in a material cost or loss. The pro forma consolidated balance sheet of the Parent and including its Subsidiaries as of May 31, 2007 has been prepared in good faith based on assumptions that are believed by the date hereof Parent and the Borrower to be reasonable at the time made (it being understood that such assumptions are based on good faith estimates with respect to certain items and that the actual amounts of such items on the Closing Date is subject to material variation), and presents fairly, in all material respects, the pro forma financial position of the Parent and its Subsidiaries as of May 31, 2007, as if the combination of Seacastle Holdings LLC, Seacastle Operating Company Ltd. and SCT Chassis Inc. and their respective subsidiaries under the common ownership of Seacastle Inc. had occurred on such date; provided that such pro forma balance sheet has been prepared without giving effect to purchase accounting or similar adjustments. Since March 31, 2007 there has been no sale, transfer development or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by event which has had a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.Material Adverse Effect;

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company and its Consolidated consolidated Subsidiaries as at November 30January 31, 1998, 1999 and the related Consolidated statements consolidated statement of earnings and of cash flows operations for the fiscal year ended on such date, reported on audited by PricewaterhouseCoopers LLP, copies or any successor thereto, a copy of which have has heretofore been furnished to each Lender, present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementmaterial interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, thereto or expressly permitted to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998be incurred hereunder. (b) The Consolidated and consolidating pro forma unaudited consolidated balance sheets sheet of the Company and its consolidated Subsidiaries as at May 312, 1999, 1999 and the related Consolidated and consolidating pro forma unaudited consolidated statements of income and cash flows of the Company and its Subsidiaries for the twelve months then endedquarter ending May 2, 1999, certified by a Responsible Officer of the Company, copies of which have heretofore been furnished to each Lender, present fairly present in accordance with GAAP the Consolidated and consolidating pro forma financial condition position of the Company and its consolidated Subsidiaries as at such dates. Such balance sheet and statements of income and cash flows, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). The Company and its consolidated Subsidiaries did not have at the date of such balance sheet and statements of income and cash flows, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency exchange transaction, which is not reflected in such balance sheet, statements of income and cash flows or in the Consolidated and consolidating notes thereto. During the period from May 2, 1999 to the Closing Date, no dividends or other distributions have been declared, paid or made upon the Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its consolidated Subsidiaries, respectively, except as permitted by subsection 8.11. (c) The unaudited consolidated pro forma results of operations balance sheet of the Company and its consolidated Subsidiaries for as at January 31, 1999, certified by a Responsible Officer of the period ended 53 48 Company (the "Pro Forma Balance Sheet"), a copy of which has heretofore been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries, adjusted to give effect (as if such events had occurred on such date, in each case giving effect but excluding any purchase accounting adjustments) to (i) the Recapitalization Transaction, (ii) and the other transactions contemplated by issuance of the Recapitalization DocumentsLetters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of all Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Transaction. The Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP, excluding any purchase accounting adjustments, and is based on the requirements best information available to the Company and its consolidated Subsidiaries as of Regulation S-X under the Securities Act applicable to date of delivery thereof, and reflects on a registration statement under pro forma basis the Securities Act on Form S-1financial position of the Company and its consolidated Subsidiaries as of the Closing Date as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred at the Closing Date.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1999 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31June 30, 1999, 2000 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1999 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Price Waterhouse LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 2000 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP CREDIT AGREEMENT applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationObligation outside the ordinary course of business, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentcommitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction (except as listed on Schedule 3.1 attached hereto), which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1heretofore disclosed to the Lenders, during the period from November 30December 31, 1998, 1999 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May December 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated balance sheet Borrowers have heretofore furnished to ------------------- each of the Company Lenders the following financial statements: (i) the audited financial statements of the Broadband Acquired Assets, including balance sheets, as of December 31, 1999 and its Consolidated Subsidiaries as at November 30, 19982000, and the related Consolidated audited statements of earnings operation and of cash flows flow for the fiscal year years ended on such datesaid respective dates, reported on in each case certified by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly ; Credit Agreement ---------------- (ii) the Consolidated unaudited financial condition statements of the Company and its Consolidated Subsidiaries Broadband Acquired Assets, including balance sheets, 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 and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May March 31, 19992001, and the related unaudited Consolidated and consolidating statements of earnings operation and of cash flows flow for the sixthree-month period ended on such said date, certified by a Responsible Officer, copies ; and (iii) an unaudited pro forma combined balance sheet and calculation of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition Adjusted System Cash Flow of the Company Borrowers and its Consolidated their Subsidiaries as at and for the three months ended May 31, 2001 (or as at and for the three months ended on such later date, and prior to the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows Closing Date, for which such financial statements are available), prepared under the six-month period then ended (subject to normal year-end audit adjustments and assumption that the absence of footnotes)Acquisitions had occurred on March 1, 2001. All such financial statements, including statements fairly present in all material respects the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP actual or pro forma (except as approved by such accountants or Responsible Officer, as the case may be) individual or combined financial condition of the respective entities as at said respective dates and the actual or pro forma (as the case may be) individual or combined results of their operations for the applicable periods ended on said respective dates, all in accordance with generally accepted accounting principles and as disclosed thereinpractices applied on a consistent basis (subject to ordinary year end adjustments and footnotes). Neither the Company nor any As of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to abovehereof, any there are no material Guarantee Obligationcontingent liabilities, contingent liability or liability material liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated material losses from any unfavorable commitments of the Broadband Acquired Assets, including or any Hedge Agreementof the CATV Systems to be acquired pursuant to the Broadband Acquisition Agreements. Since December 31, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.12000, during the period from November 30, 1998, to and including the date hereof there has been no salematerial adverse change in the combined financial condition, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its operations, business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition prospects of the Company Borrowers and its Consolidated their Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries taken as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating whole from that set forth in said pro forma financial condition of the Company and its Subsidiaries statements as at such said date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, referred to in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1clause (iii) above.

Financial Condition. (a) [Reserved] (b) The Consolidated audited consolidated balance sheet sheets of the Company and its Consolidated Subsidiaries Parent Borrower as at November 30December 31, 19982015, and the related Consolidated consolidated statements of earnings income, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, present fairly in all material respects, the Consolidated consolidated financial condition of the Company Parent Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Parent Borrower and its Consolidated Subsidiaries as at May 31, 1999, the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period periods ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lenderdates, present fairly fairly, in all material respects, the Consolidated and consolidating consolidated financial condition of the Company Parent Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the sixthree-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date . (c) As of the most recent balance sheet referred to aboveClosing Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the foregoing most recent financial statements or referred to in the notes theretoparagraph (b). Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 2015 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Group Member of any material part of its business or property and no purchase or (other acquisition than in the ordinary course of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998business). (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30each of December 31, 19982019 and December 31, 2020 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst - ▇▇ - & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31, 1999, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at November 30, 1998consolidated Subsidiaries, and the consolidated balance sheets of Cairn and its consolidated Subsidiaries, at December 31, 1995 and December 31, 1996 and the related Consolidated consolidated statements of earnings and operations, of cash flows and of changes in stockholders' equity for the respective fiscal year years ended on such datedates, together with the related notes and schedules thereto, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, and Cairn and its consolidated Subsidiaries, respectively, as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the respective fiscal year years then ended. , in conformity with GAAP. (b) The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as consolidated Subsidiaries, and the unaudited consolidated balance sheet of Cairn and its consolidated Subsidiaries, at May 31June 30, 1999, 1997 and the related unaudited Consolidated and consolidating consolidated statements of earnings and operations, of cash flows and of changes in stockholders' equity for the six6-month period ended on such datedates, together with the related notes and schedules thereto, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of each of the Company Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, and Cairn and its consolidated Subsidiaries, respectively, as at such datedates, and the Consolidated and consolidating consolidated results of their respective operations and their Consolidated and consolidating consolidated cash flows for the six6-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). , in conformity with GAAP. (c) All such financial statementsstatements referred to in subsections 5.1(a) and (b), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither On the Company Closing Date, after giving effect to the Merger, neither the Borrower nor any of its Consolidated consolidated Subsidiaries hadhave, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease lease, outstanding debt or Lien or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which (i) is not reflected disclosed in the foregoing financial statements referred to in subsection 5.1(a) or 5.1(b) or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation thereto to the Consolidated financial condition extent required by GAAP or (ii) in the case of the Company and its Consolidated Subsidiaries at November 30Amoco Litigation, 1998does not exceed $10,000,000. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at November September 30, 19982000, and September 30, 2001, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 2002 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretothereto and which is material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at such date. Except as set forth in Schedule 6.1, during During the period from November 30March 31, 1998, 2002 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May March 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-12002.

Financial Condition. (a) The Consolidated balance sheet statutory financial statements of the Company Guarantor and its Consolidated Primary Insurance Subsidiaries as at November 30dated December 31, 19981996, and the statutory statements of the Guarantor and its Primary Insurance Subsidiaries dated March 31, 1997, and the related Consolidated statements of earnings income or operations, shareholders' equity and of cash flows for the fiscal year periods ended on such datethose dates: (i) were prepared in accordance with SAP consistently applied throughout the period covered thereby, reported on by PricewaterhouseCoopers LLPexcept as otherwise expressly noted therein, copies subject in the case of which have heretofore been furnished the March 31, 1997 statements to each Lenderordinary, good faith year end audit adjustments; (ii) fairly present fairly the Consolidated financial condition of the Company Guarantor and its Consolidated Primary Insurance Subsidiaries as at such date, of the date thereof and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated period covered thereby; and (iii) except as specifically disclosed in Schedule 5.11, show all material indebtedness and consolidating balance sheet other liabilities, direct or contingent, of the Company Guarantor and its Consolidated Primary Insurance Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statementsdate thereof, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to material commitments and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998Contingent Obligations. (b) The Consolidated and consolidating pro forma balance sheets audited consolidated financial statements of the Company and its Subsidiaries as at May dated December 31, 19991996, and the related Consolidated and consolidating pro forma unaudited consolidated statements of income of the Company and its Subsidiaries dated March 31, 1997 and the related consolidated statements of income or operations, shareholders' equity and cash flows for the twelve months then endedfiscal periods ended on those dates: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, certified by a Responsible Officer except as otherwise expressly noted therein, subject in the case of the CompanyMarch 31, copies of which have been furnished 1997 statements to each Lenderordinary, good faith year end audit adjustments; (ii) fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such of the date thereof and the Consolidated and consolidating pro forma results of operations for the period covered thereby; and (iii) except as specifically disclosed in Schedule 5.11, show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for the period ended on such datetaxes, in each case giving effect to the Recapitalization material commitments and the other transactions contemplated by the Recapitalization DocumentsContingent Obligations. (c) Since December 31, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-11996, there has been no Material Adverse Effect.

Financial Condition. (a) The Consolidated unaudited pro forma balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November September 30, 1998, and 2005 (including the related Consolidated statements of earnings and of cash flows for notes thereto) (the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP“Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the transactions contemplated by this Agreement (as if such events had occurred on such date) and based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at September 30, 2005, assuming such transactions had actually occurred at such date. (b) The audited consolidated and unaudited consolidating balance sheets of the Borrower as of December 31, 2004, and as of the most recent fiscal year for which financial statements are required to be delivered under Section 6.1(a) and the related consolidated and consolidating statements of income and consolidated statements of cash flows for the fiscal years ended on such dates, in the case of consolidated financial statements, reported on by and accompanied by an unqualified report from a “Big Four” accounting firm or other independent certified public accountant reasonably acceptable to the Administrative Agent, in each case, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (c) The unaudited consolidated and consolidating balance sheets of the Borrower as of September 30, 2005, and as of the most recent fiscal quarter for which financial statements are required to be delivered under Section 6.1(b) and the related consolidated and consolidating statements of income and consolidated statements of cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, quarter and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the sixyear-month period to-date ended on such datedates, certified by a Responsible Officer, copies of which have heretofore been furnished to in each Lendercase, present fairly the Consolidated consolidated and consolidating financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated and consolidating results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month respective fiscal period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of . (d) The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases other than those not prohibited hereunder or unusual forward or long-term commitmentcommitments, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998this Section 4.1. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) [Reserved.] (b) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at November 30of December 31, 19982015, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by a report from Deloitte & Touche LLP, copies a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at May of March 31, 19992016, June 30, 2016 and September 30, 2016 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period periods ended on such date, certified by a Responsible Officerdates, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the sixthree-month period periods then ended (subject to normal year-end year‑end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease long‑term leases or unusual forward or long-term commitmentlong‑term commitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. Except as set forth in Schedule 6.1, during During the period from November September 30, 1998, 2016 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower 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 Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998date hereof. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 19981996, and the related Consolidated consolidated statements of operations, of changes in retained earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPDeloitte & Touche copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of operations, of changes in retained earnings and of cash flows for the 9-month period ended on such date, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six9-month period then ended (except that such financial statements may not include footnote disclosures and are subject to normal year-end audit adjustments and the absence of footnotesother 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 as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereintherein and except that interim financial statements may not include footnote disclosures, are subject to year-end adjustment, and are presented in accordance with management's internal format consistent with financial statements previously provided to the Agent). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is required under GAAP to be included in the foregoing statements or in the notes thereto and which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.15.1, during the period from November 30December 31, 1998, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries Subsidiaries, taken as a whole, at November 30, 1998the Closing Date. (b) The Consolidated and consolidating pro forma balance sheets sheet of the Company Borrower and its consolidated Subsidiaries as at May 31, 1999, and (the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended"Pro Forma Balance Sheet"), certified by a Responsible Officer the chief financial officer of the CompanyBorrower, copies of which have been heretofore furnished to each Lender, fairly present is the Consolidated and consolidating pro forma financial condition balance sheet of the Company Borrower and its consolidated Subsidiaries as at the end of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended events had occurred on such date) to (i) the making of the Loans, (ii) the consummation of the Refinancing, including payment of all premiums, if any, in each case giving effect respect thereto and the repayment of all outstanding borrowings and termination of all outstanding letters of credit under the Existing Credit Agreement and (iii) the payment of estimated fees, expenses and financing costs related to the Recapitalization transactions and the other transactions Refinancing contemplated by the Recapitalization Documentshereby and thereby. The Pro Forma Balance Sheet, all prepared in accordance together with the requirements notes thereto, were prepared based on good faith assumptions, and present fairly in all material respects on a pro forma basis the consolidated financial position of Regulation S-X under the Securities Act applicable to a registration statement under Borrower and its consolidated Subsidiaries as at the Securities Act on Form S-1Pro Forma Date, adjusted as described above.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Parent and its Consolidated Restricted Subsidiaries as at November 30of December 31, 19982015, and the related Consolidated consolidated statements of earnings income or operations, shareholder’s equity and of cash flows for the such fiscal year ended on such dateof Parent and its Subsidiaries, reported on including the notes thereto accompanied by PricewaterhouseCoopers LLPan unqualified report from PricewaterhouseCoopers, copies of which have heretofore been furnished to each LenderLLP thereon, present presents fairly in all material respects the Consolidated financial condition of the Company Parent and its Consolidated Restricted Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated cash flows for the fiscal year years or other periods then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein or in the notes thereto) applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements therein or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998). (b) The Consolidated and consolidating pro forma unaudited, consolidated balance sheets sheet of the Company Parent and its Subsidiaries as at May 31of September 30, 19992016, and the related Consolidated and consolidating pro forma consolidated statements of income operations and cash flows of the Company Parent and its Subsidiaries for the twelve months nine-month period then ended, certified by a Responsible Officer of present fairly in all material respects the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma consolidated financial condition of the Company Parent and its Subsidiaries as at such date date, and the Consolidated and consolidating pro forma consolidated results of its operations of the Company and its Subsidiaries cash flows for the nine-month period ended on US-DOCS\73723759.13 then ended. All such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the requirements absence of Regulation S-X under footnotes) unless otherwise noted therein or in the Securities Act applicable notes thereto. (c) The Pro Forma Financial Statements have been prepared in good faith by Parent and each other Borrower and based on assumptions believed by Parent and each such Borrower to a registration statement under be reasonable when made and at the Securities Act on Form S-1time so furnished, and the adjustments used therein are believed by each of them to be appropriate to give effect to the transactions and circumstances referred to therein.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Essent and its Consolidated Subsidiaries as of December 31, 2013, 2014 and 2015 and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Essent as at November 30such dates, 1998and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). During the period from December 31, 2015 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property. (b) The audited consolidated balance sheets of Essent Re and its Subsidiaries as of December 31, 2013 and 2014, and the related Consolidated consolidated statements of earnings income, cash flows and stockholder’s equity for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Essent Re as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet sheets of the Company Essent Re and its Consolidated Subsidiaries as at May March 31, 19992015, June 30, 2015 and September 30, 2015, and the related unaudited Consolidated and consolidating consolidated statements of earnings income, cash flows and stockholder’s equity for the three-, six- and nine-month periods then ended on such dates, respectively, present fairly in all material respects the consolidated financial condition of Essent Re and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the sixthree-, six- and nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither . (c) Essent has heretofore furnished to the Company nor any of its Consolidated Subsidiaries hadLenders, at the date with respect to each Regulated Insurance Company, copies of the most recent balance sheet referred annual Statutory Statements as of December 31, 2013 and 2014 for the fiscal years then ended, and copies of the quarterly Statutory Statements as of March 31, 2015, June 30, 2015 and September 30, 2015 for the fiscal quarters then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a Regulated Insurance Company shall not be required to abovebe delivered for any year or quarter that such Regulated Insurance Company was not a Subsidiary of Essent. The Historical Statutory Statements (including, any material Guarantee Obligationwithout limitation, contingent liability or liability the provisions made therein for taxesinvestments and the valuation thereof, or any long-term lease or unusual forward or long-term commitmentreserves, including any Hedge Agreement, which is not policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the foregoing statements or in notes thereto and subject, with respect to the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998relevant quarterly statements, to the absence of notes required by SAP and including to normal year-end 39 adjustments), were in compliance in all material respects with the date hereof there has been no sale, transfer or other disposition by applicable Requirements of Law when filed and present fairly in all material respects the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets respective Regulated Insurance Companies covered thereby as of the Company and its Subsidiaries as at May 31, 1999, respective dates thereof and the related Consolidated results of operations, changes in capital and consolidating pro forma statements of income surplus and cash flow of the Company and its Subsidiaries respective Regulated Insurance Companies covered thereby for the twelve months respective periods then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 2002 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year Fiscal Year ended on such date, reported on audited by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year Fiscal Year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 2003 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Except as set forth on Schedule 5.01, neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest 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. Except as set forth in Schedule 6.15.01, during the period from November 30December 31, 1998, 2002 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property 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 consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30December 31, 19982002. (b) The Consolidated and consolidating pro forma balance sheets operating forecast of the Company Borrower and its Subsidiaries as at May 31consolidated Subsidiaries, 1999copies of which have heretofore been furnished to the Lenders, and have been prepared in good faith under the related Consolidated and consolidating pro forma statements direction of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the CompanyBorrower, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared 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 requirements date of Regulation S-X under 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 Securities Act applicable to a registration statement under Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the Securities Act on Form S-1actual results may vary materially from such forecasts and projections.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1998 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 1999 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six3-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six3-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest 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. Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30December 31, 1998. (b) The Consolidated and consolidating pro forma consolidated balance sheets sheet of the Company Precision and its consolidated Subsidiaries as at May March 31, 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of Precision and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Precision nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from March 31, 1999 to and including the date hereof there has been no sale, transfer or other disposition by Precision or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Precision and its consolidated Subsidiaries at March 31, 1999, and the related Consolidated and consolidating pro forma statements of income . (c) The PRO FORMA consolidated balance sheet of the Company Borrower and its consolidated Subsidiaries for the twelve months then endedas at March 31, 1999 certified by a Responsible Officer of the CompanyBorrower (the "PRO FORMA BALANCE SHEET"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of any Indebtedness to be made with the proceeds of Loans hereunder, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date, (iv) the Precision Acquisition, (v) the issuance of all Subordinated Debt to be made on the Closing Date, (vi) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (vii) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at March 31, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date. (d) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lenderthe Lenders, fairly present have been prepared in good faith under the Consolidated and consolidating pro forma financial condition direction of a Responsible Officer of the Company Borrower, and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with GAAP. The Borrower has no reason to believe that as of the requirements date of Regulation S-X under the Securities Act applicable delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to a registration statement under the Securities Act on Form S-1state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The Consolidated audited balance sheet of the Company and its Consolidated Subsidiaries Borrower as at November 30December 31, 1998, 1997 and 1998 and the related Consolidated audited statements of earnings operations, stockholders equity and of cash flows for the fiscal year years ended on such dates, certified as true and complete by a Responsible Officer of the Borrower and reported on by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the financial condition of the Borrower as at such dates, and the results of its operations and its stockholders' equity and cash flows for each of the fiscal years then ended. The unaudited balance sheet of the Borrower as at October 2, 1999 and the related unaudited statements of operations, stockholders' equity and cash flows for the nine-month period ended on such date, reported on certified by PricewaterhouseCoopers LLPa Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated financial condition of the Company and its Consolidated Subsidiaries as Borrower at such date, and the Consolidated results of their operations its operations, stockholders equity and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the sixnine-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereintherein and except that the unaudited financial statements do not have all footnotes required). (b) Prior to the Effective Date and excluding any obligations of the Parent pursuant to the Merger Agreement, the Parent did not have liabilities in excess of $1,000,000 in the aggregate. (c) The PRO FORMA balance sheet of the Borrower and its Subsidiaries (the "PRO FORMA BALANCE SHEET") is the balance sheet of the Borrower and its Subsidiaries as at October 2, 1999, adjusted to give effect (as if such events had occurred on the date the Merger is consummated) (i) to the Merger, (ii) to the repayment of the Borrower's existing Indebtedness that is to be repaid on the Effective Date, (iii) to the Loans expected to be made by the Lenders on the Effective Date, (iv) to the Thermalloy Acquisition, (v) to the issuance of the Permitted High Yield Securities and (vi) to the payment of fees and expenses in connection with the foregoing. Neither The Pro Forma Balance Sheet, together with the Company nor notes thereto, presents fairly in all material respects on a PRO FORMA basis the financial position of the Borrower and its Subsidiaries as at October 2, 1999 assuming that the events and the assumptions specified in the preceding sentence had actually occurred on such date. (d) Except as set forth in SCHEDULE 3.1(d), none of the Parent, Merger Sub, the Borrower or any of its Consolidated their respective Subsidiaries hadhas, at the date of the most recent balance sheet Pro Forma Balance Sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1SCHEDULE 3.1(d), during the period from November 30December 31, 1998, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Company Parent, Merger Sub, the Borrower or any of its Consolidated Subsidiaries Subsidiary of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company Parent, Merger Sub, the Borrower or any Subsidiary at such date other than the Merger and its Consolidated Subsidiaries at November 30, 1998the Thermalloy Acquisition. (be) All balance sheets, all statements of operations and stockholders' equity and of cash flows and all other financial information which shall hereafter be furnished by or on behalf of the Parent, the Borrower or any of their respective Subsidiaries to the Administrative Agent or any Lender for the purposes of, or in connection with, this Agreement or any transaction contemplated hereby have been or will be prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as disclosed therein) and do or will present fairly in all material respects the financial condition of the Parent, the Borrower and their respective Subsidiaries in each case, as at the dates thereof and the results of their operations and their stockholders' equity and cash flows for the periods then ended. (f) The Consolidated and consolidating pro forma balance sheets business forecast of the Company Borrower and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries calculated for the twelve months then endedperiod commencing on the Effective Date to and including the Maturity Date, certified prepared by a Responsible Officer of the Company, copies of which Borrower (and presented on a consolidated and segment by segment basis) all as set forth in SCHEDULE 3.1(f) have been furnished prepared in good faith and utilizing reasonable assumptions. Neither the Parent nor the Borrower has any reason to each Lenderbelieve such business forecast and projections are materially incorrect or misleading in any material respect, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated it being recognized by the Recapitalization Documents, all prepared in accordance with Lenders that such business forecast as to future events is not to be viewed as fact and that actual results during the requirements of Regulation S-X under periods covered by such forecast may differ from the Securities Act applicable to a registration statement under the Securities Act on Form S-1forecast results.

Financial Condition. (a) The Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at November 30, 1998, and the related Consolidated audited consolidated financial statements of earnings and of cash flows CCHC for the fiscal year years ended on such dateSeptember 30, 1999, 2000 and 2001, reported on by PricewaterhouseCoopers Ernst & Young, LLP, copies of which have heretofore been furnished to each Lender, Lender present fairly in all material respects the Consolidated consolidated financial condition position of the Company and its Consolidated Subsidiaries CCHC as at such datedates, and the Consolidated consolidated results of their CCHC's operations and their Consolidated CCHC's cash flows for the fiscal year periods then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating consolidated financial statements of earnings and of cash flows CCHC for the sixone-month period ended on such dateOctober 31, 2002, certified by a Responsible OfficerOfficer of CCHC, copies of which have heretofore been furnished to each Lender, Lender present fairly in all material respects the Consolidated and consolidating consolidated financial condition position of the Company and its Consolidated Subsidiaries CCHC as at of such date, and the Consolidated and consolidating consolidated results of their CCHC's operations and their Consolidated and consolidating CCHC's cash flows flow for the sixone-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including statements and the related schedules and notes thereto, thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company CCHC nor any of its Consolidated Subsidiaries had, had as at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth thereto and which has any reasonable likelihood of resulting in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer a material cost or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998loss. (b) The Consolidated and consolidating pro forma balance sheets sheet of the Company Borrower and its Subsidiaries as at May 31, 1999, (the "Pro Forma Balance Sheet") and the related Consolidated and consolidating pro forma statements condensed consolidated statement of income operations of the Company Borrower and its Subsidiaries for (the twelve months then ended"Pro Forma Statement of Operations"), certified by a Responsible Officer of CCHC and the CompanyBorrower, copies of which have been heretofore furnished to each Lender, fairly present are the Consolidated unaudited balance sheet of the Borrower and consolidating its consolidated Subsidiaries as at October 31, 2002, and the unaudited condensed consolidated statement of operations of the Borrower and its consolidated Subsidiaries for the twelve months ended October 31, 2002, adjusted to give effect (as if such events had occurred on October 31, 2002) to (i) the making of the Tranche B Term Loans, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and the issuance of the Letters of Credit to be issued on the Closing Date, (iii) the payment of fees, expenses and financing costs related to the Transactions, and (iv) the consummation of the other Transactions in accordance with the Loan Documents. The Pro Forma Balance Sheet and the Pro Forma Statement of Operations, together with the notes thereto, were prepared based on good faith assumptions as of the date of delivery thereof, and reflect on a pro forma basis the financial condition position of the Company Borrower and its Subsidiaries as at such date October 31, 2002 and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the twelve-month period ended on such dateending October 31, 2002, as adjusted, as described above, assuming that the events specified in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documentspreceding sentence had actually occurred at October 31, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-12002.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1997 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPKPMG Peat Marwick, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 1998 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-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 and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). . (b) Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term hedging commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during . (c) During the period from November 30December 31, 1998, 1997 to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May December 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-11997.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 1998, 1998 and the related Consolidated consolidated statements of income and retained earnings and of cash flows changes in financial position for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Arthur Andersen, LLP, copies of which have heretofore ▇▇▇▇▇ ▇▇▇▇ ▇▇▇etofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated cash flows changes in financial position for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-three month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating cash flows changes in financial position for the six-three month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Contingent Obligation, contingent liability liabilities or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or statements, in the notes thereto. Except as set forth , in filings made with the Securities and Exchange Commission (including the exhibits thereto), or in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 19983.1. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated balance sheet Company has furnished Purchaser with true and complete copies of (i) the Audited Financial Statements, (ii) the Unaudited Financial Statements, (iii) the June 30, 1995 Statement, (iv) the Unaudited Partnership Financial Statements, (v) the Capital Expenditure Statement, and (vi) the Audited Division Statements. (b) The Audited Financial Statements are true and correct in all material respects and fairly present the consolidated financial position of the Company and its Consolidated Subsidiaries as at November 30, 1998of the respective dates thereof, and the related Consolidated statements results of earnings operations and of cash flows for the fiscal year ended on such dateCompany and its Subsidiaries as of the respective dates or for the respective periods set forth therein, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, all in conformity with GAAP consistently applied during the periods involved. (c) The Unaudited Financial Statements are true and correct in all material respects and fairly present fairly the Consolidated consolidated financial condition position of the Company and its Consolidated Subsidiaries as at such dateof the respective dates thereof, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and of the related unaudited Consolidated and consolidating statements of earnings and of cash flows respective dates or for the six-month period ended on such daterespective periods set forth therein, certified by a Responsible Officerall in conformity with GAAP consistently applied during the periods involved, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments, the adjustments described in Schedule 7.9, and the absence of footnotes). All such financial statementsfootnotes required by GAAP. (d) The June 30, including 1995 Statement is true and correct in all material respects and fairly presents the related schedules results of operations of the Business together with PPI as of the date and notes thereto, have been prepared for the period set forth therein in accordance conformity with GAAP consistently applied consistently throughout during the period involved, subject to normal year-end adjustments, the adjustments described in Schedule 7.9, and the absence of footnotes required by GAAP. (e) The Unaudited Partnership Financial Statements are true and correct in all material respects and fairly present the results of operations of the Subsidiary Partnership as of the respective dates or for the periods involved as set forth therein in conformity with GAAP consistently applied during the periods involved, subject to normal year-end adjustments, the adjustments described in Schedule 7.9, and the absence of footnotes required by GAAP. (f) The Audited Division Statements are true and correct in all material respects and fairly present the results of operations of the Business together with PPI as of the respective dates or for the respective periods set forth therein in conformity with GAAP consistently applied during the periods involved. (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). g) Neither the Company nor any of its Consolidated Subsidiaries hadhas any material liabilities, at absolute or contingent, not reflected in the Audited Division Statements, the Unaudited Terminal Operating Statements, or the Unaudited Partnership Financial Statements, except (i) liabilities not required under GAAP to be reflected on such financial statements or the notes thereto (as applicable), (ii) liabilities incurred in the Ordinary Course of Business since the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements Unaudited Terminal Operating Statement or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including Subsidiary Partnership's ordinary course of business since the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.most recent Unaudited Partnership

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 19982011 and December 31, 2010 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31, 1999, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November June 30, 1998, and 1998 (including the related Consolidated statements of earnings and of cash flows for notes thereto) (the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP"Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at June 30, 1998, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1996 and December 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG Peat Marwick LLP, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the respective fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31June 30, 19991998, and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 1997 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company Borrower or any of its Consolidated Subsidiaries Subsidiary of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998Property. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet of the Company and its Consolidated Subsidiaries Borrower as at November March 31, 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”), adjusted for management’s estimates of changes through June 30, 1998, and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP2013, copies of which have heretofore been furnished to each LenderAgent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Funding Date and the use of proceeds thereof and (ii) the payment of fees, expenses and taxes in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to 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 March 31, 2013, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Borrower as at December 31, 2012 and December 31, 2011, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from the Independent Auditors, present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries Borrower as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the respective fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company and its Consolidated Subsidiaries Borrower as at May March 31, 19992013, and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating consolidated financial condition of the Company and its Consolidated Subsidiaries Borrower as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the sixthree-month period then ended (subject to normal year-year end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries hadExcept as provided on Schedule 3.1(b), at the date of the most recent balance sheet referred to above, no Loan Party has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-long term lease leases or unusual forward or long-long term commitmentcommitments, including including, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. Except as set forth in provided on Schedule 6.13.1(b), during the period from November 30December 31, 1998, 2012 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Loan Party of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998Property. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30March 31, 1998, 2010 (including the notes thereto) and the related Consolidated unaudited pro forma consolidated income statements of earnings and of cash flows for the fiscal year ended on twelve month period ending as at such date, reported on by PricewaterhouseCoopers LLPdate (the “Pro Forma Financial Statements”), 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 (i) the consummation of the Acquisition, (ii) the Loans to be made under this Agreement on the Closing Date and the Merger Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared in good faith based on the assumptions set forth therein, which the Borrower believed to be reasonable assumptions at the time such Pro Forma Financial Statements were prepared, and present fairly in all material respects on a pro forma basis the Consolidated estimated financial position of the Borrower and its consolidated Subsidiaries as at and for each of the dates and periods set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date. (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries (other than Techwell and its Subsidiaries) as at December 28, 2007, January 2, 2009 and January 1, 2010, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the respective fiscal year years then ended. . (ii) The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as (other than Techwell and its Subsidiaries) for each fiscal quarter ended after the last balance sheet delivered pursuant to clause (b)(i) above and at May 31, 1999, least forty-five (45) days prior to the Closing Date and the related unaudited Consolidated and consolidating consolidated statements of earnings income, stockholders’ equity and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lenderif any, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (iii) All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except except, with respect to clause (b)(i), as approved by such the aforementioned firm of accountants or Responsible Officerand disclosed therein, as the case may bewith respect to clause (b)(ii), and as disclosed therein). Neither . (i) The audited consolidated balance sheets of Techwell and its Subsidiaries as at December 31, 2007, December 31, 2008 and December 31, 2009, and the Company nor any related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of Techwell and its Subsidiaries as at such date, and the consolidated results of its Consolidated operations and its consolidated cash flows for the respective fiscal years then ended. (ii) The unaudited consolidated balance sheet of Techwell and its Subsidiaries hadfor each fiscal quarter ended after the last balance sheet delivered pursuant to clause (c)(i) above and at least forty-five (45) days prior the Closing Date and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for the period ended on such date, if any, present fairly in all material respects the consolidated financial condition of Techwell and its Subsidiaries as at such date, and the date consolidated results of its operations and its consolidated cash flows for period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (iii) All such financial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except, with respect to clause (c)(i), as approved by the aforementioned firm of accountants and disclosed therein and, with respect to clause (c)(ii), as disclosed therein). (d) The most recent balance sheet financial statements referred to above, any in clause (b)(i) disclose in accordance with GAAP or other applicable accounting standards all material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreement, which is not reflected in the foregoing statements interest rate or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer foreign currency swap or exchange transaction or other disposition by the Company or any obligation in respect of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998derivatives. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 19982000 and December 31, 1999 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 19992001 or, if later and prior to the Signing Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet and related pro forma income statement of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30, 1998, and the related Consolidated statements of earnings and of cash flows for the twelve (12) month period ending on the last day of the most recently completed four fiscal year quarter period ended on such date, reported on by PricewaterhouseCoopers LLP, at least forty-five (45) days prior to the Acquisition Effective Date (the “Pro Forma Financial Statements”) copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred at the beginning of such period) to the Transactions. The Pro Forma Financial Statements have been prepared in good faith based on the assumptions set forth therein, which the Borrower believed to be reasonable assumptions at the time such Pro Forma Financial Statements were prepared, and present fairly in all material respects on a pro forma basis the Consolidated estimated financial condition position of the Company Borrower and its Consolidated consolidated Subsidiaries as at and for the date and period set forth above, assuming that the Transactions had actually occurred at the beginning of such period. (i) The audited consolidated balance sheets of the Borrower and its Subsidiaries (other than the Acquired Business) for each of the 2013, 2014 and 2015 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position and results of operations of the Borrower and its Subsidiaries as at such date, and the Consolidated results for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of their operations income and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company Borrower and its Consolidated Subsidiaries as at May (other than the Acquired Business) for each fiscal quarter ended after December 31, 1999, 2015 and at least forty-five (45) days prior to the related unaudited Consolidated Acquisition Effective Date and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies Officer of which have heretofore been furnished to each Lenderthe Borrower, present fairly in all material respects the Consolidated consolidated financial position and consolidating financial condition results of operations of the Company Borrower and its Consolidated Subsidiaries (other than the Acquired Business) as at such date, date and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month such period then ended (subject to normal year-end audit adjustments and the absence of footnotes). . (iii) All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officerwith respect to clause (b)(ii), as subject to normal year-end adjustments and the case may be, and as disclosed thereinabsence of footnotes). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (bi) The Consolidated and consolidating pro forma audited consolidated balance sheets of the Company Target and its consolidated Subsidiaries as at May 31for the 2013, 19992014 and 2015 fiscal years, and the related Consolidated and consolidating pro forma consolidated statements of income income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from KPMG LLP, independent public accountants, to the best knowledge of the Company Borrower, present fairly in all material respects the consolidated position and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer results of operations of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries Acquired Business as at such date and for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of the Consolidated Acquired Business for each fiscal quarter ended after December 31, 2015 at least forty-five (45) days prior to the Acquisition Effective Date, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial position and consolidating pro forma results of operations of the Company Acquired Business as at such date and its Subsidiaries for such periods (subject to normal year-end audit adjustments and the period ended on absence of footnotes). (iii) All such datefinancial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, in each case giving effect including the related schedules and notes thereto, to the Recapitalization and best knowledge of the other transactions contemplated by the Recapitalization DocumentsBorrower, all have been prepared in accordance with GAAP applied consistently throughout the requirements periods involved (except with respect to clause (c)(ii), subject to normal year-end adjustments and the absence of Regulation S-X under footnotes). (d) Except as disclosed in the Securities Act applicable financial statements referred to a registration statement under in clause (b)(i) above or the Securities Act on Form S-1.notes thereto or in Borrower’s other reports and filings filed with the SEC prior to the Acquisition Effective Date, none of the Borrower or the Subsidiaries has, as of the Acquisition Effective Date, any material contingent liabilities, unusual forward or long term commitments or unrealized losses. 5.2

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at November September 30, 19982000, and September 30, 2001, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 2002 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretothereto and which is material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at such date. Except as set forth in Schedule 6.1, during During the period from November 30March 31, 1998, 2002 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May March 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-12002.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at November 30December 31, 19982001 and December 31, 2000 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBorrower and Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries BSX as at such datedates, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at May March 31, 19992002 or, if later and prior to the Initial Closing Date, the date of BSX's most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible an Authorized Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company BSX and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible an Authorized Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BXS, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company BSX nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated balance sheet pro forma covenant compliance certificate described in Section 5.2(k), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Funding Date and the use of proceeds thereof, (ii) the Acquisition and (iii) the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared based on the best information available to the Borrowers as of the Company date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial covenant compliance of Holdings and its Consolidated consolidated Subsidiaries as at November 30the Funding Date, 1998assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its Subsidiaries as at December 31, 2018, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PricewaterhouseCoopers, present fairly in all material respects the Consolidated consolidated financial condition of the Company Holdings and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Holdings and its Consolidated Subsidiaries as at May 31September 30, 19992018, and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Holdings and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as and disclosed therein and except for the case may be, and as disclosed thereinlack of footnotes with interim statements). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, No Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease long‑term leases or unusual forward or long-term commitmentlong‑term commitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998this paragraph. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2019, 2020 and 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG International Limited, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at November 30of March 31, 1998, 2022 and the related Consolidated consolidated statements of earnings and of income, cash flows and stockholders’ equity for the fiscal year three-month period then ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the sixthree-month period then ended (subject to the absence of footnotes and normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as subject to (in the case may be, of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during During the period from November 30March 31, 1998, 2022 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Group Member of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998property. (b) [Reserved]. (c) The Consolidated Borrower has heretofore furnished to the Lenders, with respect to EMICO and consolidating pro forma balance sheets its consolidated Subsidiaries, copies of the Company and its Subsidiaries annual Statutory Statements as at May of December 31, 19992019, 2020 and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries 2021 for the twelve months fiscal years then ended, certified by a Responsible Officer and copies of the Companyquarterly Statutory Statements as of March 31, copies 2022, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of which EMICO and its consolidated Subsidiaries shall not be required to be delivered for any year or quarter that EMICO was not a Subsidiary of the Borrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been furnished prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to each Lenderthe relevant quarterly statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with the applicable Requirements of Law when filed and present fairly present in all material respects the Consolidated and consolidating pro forma financial condition of the Company EMICO and its consolidated Subsidiaries covered thereby as at such date of the respective dates thereof and the Consolidated and consolidating pro forma results of operations operations, changes in capital and surplus and cash flow of the Company EMICO and its consolidated Subsidiaries covered thereby for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1respective periods then ended.

Financial Condition. (a) The Consolidated Each of the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at November 30dated January 31, 19981997, and the related Consolidated consolidated statements of earnings income or operations, shareholders' equity and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such that date, and the Consolidated results audited balance sheet of their operations CSI dated September 30, 1996, and their Consolidated the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such that date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended : (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP (period covered thereby, except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed otherwise expressly noted therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998.; (bii) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such of the date thereof and the Consolidated and consolidating pro forma results of operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (b) Since January 31, 1997, there has been no Material Adverse Effect, determined as if CSI had been a Subsidiary of the Company during this period. (c) The financial projections for the Company and its Subsidiaries for each of the five fiscal years ending after the Acquisition of CSI delivered to the Agent represent the Company's best estimate of the future performance of the Company and its Subsidiaries after the consummation of the CSI Acquisition and have been prepared on the basis of the assumptions set forth therein, which the Company believes are fair and reasonable in light of current and reasonably foreseeable business conditions. (d) The pro forma consolidated and consolidating balance sheets for the period ended on such dateCompany and its Subsidiaries immediately prior to and immediately after the consummation of the CSI Acquisition, in each case giving effect with reclassification adjustments, delivered to the Recapitalization Agent fairly present the financial condition of the Company and its Subsidiaries as of the other date thereof as if the transactions contemplated by the Recapitalization Documents, all CSI Acquisition Documents had occurred on the Closing Date and have been prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.GAAP consistently applied;

Financial Condition. Each of OIC and the Selling Shareholders jointly and severally represent and warrant that: 5.3.1 OIC has delivered or shall deliver to MRV within Seven (a7) The Consolidated balance sheet Business Days prior to Closing consolidated financial statements of the Company OIC and its Consolidated Subsidiaries Subsidiaries, which are collectively attached hereto as at November 30, 1998, Schedule 4 consisting of (i) audited balance sheets and the related Consolidated statements of earnings and of cash flows income for the fiscal year years ended on such dateDecember 31, reported on by PricewaterhouseCoopers LLP1997 through 1999, copies of which have heretofore been furnished to each Lender(the "Financial Statements", present fairly the Consolidated financial condition of latest audited balance sheet being the Company and its Consolidated Subsidiaries as at such date"Audited" Balance Sheet"), and the Consolidated results (ii) unaudited balance sheet and statements of their operations and their Consolidated cash flows income for the fiscal year then endedperiod ended March 31, 2000 (the "Latest Financial Statements", said balance sheet being the "Latest Balance Sheet"). The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, Financial Statements and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended Latest Financial Statements (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, ) have been prepared in accordance with US GAAP applied consistently on a consistent basis throughout the periods involved covered thereby and shall bear an unqualified opinion from the auditors. Except as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or explained in the notes thereto, the Audited Financial Statements and Latest Financial Statements fairly present the financial condition, assets, liabilities, equity and results of operations of OIC and each of its Subsidiaries as of their respective dates and periods, are and will be correct and complete in all material respects, and have been and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there OIC has been no sale, transfer obtained or other disposition will obtain a written consent by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property Closing from the auditor (including any Capital Stock of any other Personthe "Auditor Consent") material to include their opinion on the Financial Statements in relation order to comply with MRV's necessary filing with the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998SEC. (b) 5.3.2 The Consolidated and consolidating pro forma balance sheets inventories of the Company each of OIC and its Subsidiaries as at May 31are not obsolete or damaged, 1999are fit for their particular use, and are not defective, such that they are of a quantity and quality usable or saleable in the related Consolidated and consolidating pro forma statements of income ordinary course of the Company business of OIC and its Subsidiaries for the twelve months then endedamounts reflected on the Latest Balance Sheet, certified by exclusive of any reserve allocable thereto, subject only to changes in the Ordinary Course of Business. All inventories reflected on the Latest Financial Statements are stated at not more than the lower of cost or fair market value thereof, with adjustments for obsolete, damaged or otherwise not readily marketable items. Set forth on Schedule 5 hereto is a Responsible Officer complete list of the Company, copies addresses of all warehouses or other facilities in which have been furnished to inventories of each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company OIC and its Subsidiaries are located as at such date and the Consolidated and consolidating pro forma results of operations of the Company date hereof. 5.3.3 The accounts receivable of each of OIC and its Subsidiaries for the period ended on such dateare valid receivables, in each case giving effect collectible to the Recapitalization extent of the excess thereof over any reserves set forth on the Latest Balance Sheet, and the other transactions contemplated by the Recapitalization Documentsare subject to no defenses, all prepared in accordance with the requirements of Regulation Scounterclaims or set-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1offs.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at November 30of December 31, 19982019, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by a report from Deloitte & Touche LLP, copies a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at May of March 31, 19992020 CHAR1\1740645v10 and June 30, 2020 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period periods ended on such date, certified by a Responsible Officerdates, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the sixthree-month period periods then ended (subject to normal year-year end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-long term lease leases or unusual forward or long-long term commitmentcommitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. Except as set forth in Schedule 6.1, during During the period from November June 30, 1998, 2020 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower 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 Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998date hereof. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30on or about December 31, 1998, and 2004 (including the related Consolidated statements of earnings and of cash flows for notes thereto) (the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP“Original Closing Date Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition Lender party hereto as of the Company and its Consolidated Subsidiaries Original Closing Date, has been prepared giving effect (as at if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Consolidated results Senior Unsecured Notes to be issued on or before the Original Closing Date and the use of their operations proceeds thereof and their Consolidated cash flows for (iii) the fiscal year then endedpayment of fees and expenses in connection with the foregoing. The unaudited Consolidated and consolidating pro forma consolidated balance sheet of the Company Holdings and its Consolidated Subsidiaries consolidated subsidiaries as at May December 31, 1999, and 2005 (including the related unaudited Consolidated and consolidating statements of earnings and of cash flows for notes thereto) (the six-month period ended on such date, certified by a Responsible Officer“First Amendment Effective Date Pro Forma Balance Sheet”), copies of which have been have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Ohio Acquisition, (ii) the Loans to be made on the First Amendment Effective Date and (iii) the payment of fees and expenses in connection with the foregoing. The Original Closing Date Pro Forma Balance Sheet and the First Amendment Effective Date Pro Forma Balance Sheet have each been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at on or about December 31, 2004 and December 31, 2005, respectively, assuming that the events specified in the preceding sentence had actually occurred at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles). (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at on or about December 31, 2005, on or about December 31, 2004 and on or about December 31, 2003 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLC, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, dates and the Consolidated and consolidating their consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month period fiscal years then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such financial statements, including the related schedules and notes (if any) thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date As of the most recent balance sheet referred to aboveFirst Amendment Effective Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability for taxes, liabilities or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in this paragraph other than as contemplated by the notes theretoLoan Documents and Related Agreements. Except as set forth in Schedule 6.1, during During the period from November 30on or about December 31, 1998, 2004 to and including the date hereof Original Closing Date there has been was no sale, transfer or other disposition Disposition by the Company Borrower or any of its Consolidated then existing 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 than the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998Acquisition. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Parent and its Consolidated Subsidiaries consolidated Subsidiary as at November 30July 31, 1998, 1996 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLPArth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries consolidated Subsidiary as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries consolidated Subsidiary as at May March 31, 1999, 1997 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiary as at such date, and the consolidated results of their operations and their consolidated cash flows for the three- month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). (b) To the knowledge of the Borrower, the consolidated balance sheet of ERO and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Price Waterhouse LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of ERO and its consolidated 50 45 Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixfiscal year then ended. To the knowledge of the Borrower, the unaudited consolidated balance sheet of ERO and its consolidated Subsidiaries as 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, 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 ERO and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither . (c) None of the Company nor Borrower, ERO or any of its Consolidated their respective consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998thereto and which, to and including the date hereof there knowledge of Borrower, has been no sale, transfer any reasonable likelihood of resulting in a material loss or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998cost. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at November 30of January 31, 1998, and the respective related Consolidated statements of consolidated earnings and of consolidated cash flows for the fiscal year ended on such dateJanuary 31, reported on 1998, which consolidated statements are certified by PricewaterhouseCoopers LLPArth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated financial condition position of the Company Borrower and its Consolidated Subsidiaries as at such dateJanuary 31, 1998 and the Consolidated consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet All of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating foregoing consolidated financial statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistently maintained throughout the periods period involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998prior periods. (b) The Consolidated and consolidating pro forma unaudited consolidated balance sheets sheet of the Company Borrower and its Subsidiaries as at May 31of April 30, 19991998, and the respective related Consolidated and consolidating pro forma unaudited statements of income consolidated earnings and consolidated cash flows for the three months ended April 30, 1998, are complete and correct in all material respects and present fairly the financial position of the Company Borrower and its Subsidiaries as of April 30, 1998 and the consolidated results of their operations and cash flows for the three months then ended. The Borrower's financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted from the Borrower's statements pursuant to such rules and regulations, although management believes that the disclosures are adequate to make the information presented not misleading. The financial statements of the Borrower and its Subsidiaries include all adjustments which, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its Subsidiaries for the twelve months then endedperiods presented. (c) There has been no adverse change in the business, certified by a Responsible Officer properties, operations or financial position of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company Borrower and its Subsidiaries taken as at such date and the Consolidated and consolidating pro forma results of operations a whole since April 30, 1998 that would materially jeopardize repayment of the Company and its Subsidiaries for the period ended on such dateLoans, in each case giving effect to the Recapitalization and the any Notes or any other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1amount owed hereunder.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30May 31, 1998, and 2005 (including the related Consolidated statements of earnings and of cash flows for notes thereto) (the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP“Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Term Loans to be made on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at May 31, 2005 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2004, December 31, 2003 and December 31, 2002 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31, 1999, 2005 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six5-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six5-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 2004 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of Borrower and 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 Property, except as previously disclosed to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998Administrative Agent. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated Companies have delivered to the Purchasers true and complete copies of (i) the audited balance sheet of the Company and its Consolidated Subsidiaries Telesite as at November 30December 31, 19981996 and the unaudited balance sheet of Telesite as at December 31, 1995, and the related Consolidated statements of earnings income, stockholders' and of members' equity and cash flows flow for the fiscal year years ended on such dateDecember 31, reported on by PricewaterhouseCoopers LLP1996 and December 31, copies of which have heretofore been furnished to each Lender, present fairly 1995 (the Consolidated financial condition of "TELESITE YEAR-END FINANCIAL STATEMENTS") and (ii) the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries Telesite as at May March 31, 1999, 1997 and the related unaudited Consolidated and consolidating consolidated statements of earnings income, stockholders' and of members' equity and cash flows flow for the sixthree-month period ended on such dateMarch 31, certified by a Responsible Officer1997, copies (the "TELESITE 1997 FINANCIAL STATEMENTS"). The Telesite Year-End Statements, the Telesite 1997 Financial Statements and the Metrosite Balance Sheet fairly present, in all material respects, the financial position of which have heretofore been furnished to each Lender, present fairly the Consolidated Telesite and consolidating financial condition Metrosite as of the Company and its Consolidated Subsidiaries as at such daterespective dates thereof, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows of Telesite as of the respective dates or for the six-month period then ended (subject respective periods set forth therein, all in conformity with GAAP consistently applied during the periods involved, except as otherwise set forth in the notes thereto and subject, in the case of the Telesite 1997 Financial Statements and the Metrosite Balance Sheet, to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998adjustments. (b) None of the Companies have received any letters from any of its certified public accountants to the management of any such Company other than the auditor's opinion letter accompanying the above-referenced audited financial statements. (c) The Consolidated Pro Forma Balance Sheet delivered to the Purchasers sets forth the assets and consolidating liabilities of the Companies and their Subsidiaries on a pro forma balance sheets consolidated basis after taking into account the consummation of the Company and its Subsidiaries as at May 31, 1999, transactions contemplated in this Agreement and the related Consolidated Exchange Agreements. The Pro Forma Balance Sheet has been prepared by the Companies in accordance with GAAP and consolidating pro forma statements of income fairly presents in all material respects the assets and liabilities of the Company Companies and its their Subsidiaries for on a consolidated basis, reflecting the twelve months then ended, certified by a Responsible Officer consummation of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by this Agreement and based on the Recapitalization Documents, all prepared in accordance with assumptions set forth therein. (d) The projections of the requirements Companies and their Subsidiaries on a consolidated basis heretofore delivered to the Purchasers are based on assumptions which were reasonable when made and such assumptions and projections are reasonable on the date hereof and the none of Regulation S-X under the Securities Act applicable Companies or any of their Subsidiaries have delivered to a registration statement under the Securities Act on Form S-1any Person any later dated projections.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 19982006 and December 31, 2007, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year years ended on such dates, reported on by and accompanied by an unqualified report from PriceWaterhouseCoopers, 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 balance sheet of OpCo as at December 31, 2007, and the related statements of income and of cash flows for the fiscal years ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PriceWaterhouseCoopers, present fairly in all material respects the Consolidated financial condition of the Company and its Consolidated Subsidiaries OpCo as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the respective fiscal year then ended. The unaudited Consolidated and consolidating balance sheet contents of the Company and its Consolidated Subsidiaries as at May FOCUS Reports of OpCo for the periods ended March 31, 19992007, June 30, 2007, September 30, 2007 and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such dateDecember 31, certified by a Responsible Officer2007, copies of which have heretofore been furnished to each Lenderthe Lenders, present fairly the Consolidated and consolidating financial condition are correct in all material respects as of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes)date thereof. All such financial statementsstatements (except for the FOCUS Reports), including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officerand, as to the case may beextent required by GAAP, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date As of the most recent balance sheet referred to aboveClosing Date, any except as set forth on Schedule 3.1, the Borrower and its Subsidiaries, taken as a whole, have no material Guarantee ObligationObligations, material contingent liability liabilities or liability material liabilities for taxes, or any material long-term lease leases or unusual forward any material interest rate or long-term commitmentforeign currency swap or exchange transaction or other obligation in respect of derivatives, including any Hedge Agreement, which is that are not reflected in the foregoing most recent financial statements referred to in this paragraph or referred in the notes theretothereto to the extent required in accordance with GAAP to be so reflected or that were incurred since December 31, 2007 in the ordinary course of business. Except as set forth in Schedule 6.1, during During the period from November 30December 31, 1998, 2007 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries Disposition of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998property. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated balance sheet of the Company Set forth on SCHEDULE 2.6 are accurate and its Consolidated Subsidiaries as at November 30, 1998, and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, complete copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries MSN's unaudited consolidated balance sheets 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 and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May December 31, 19991997 and January 17, 1998 (the "CLOSING BALANCE SHEET") and the related unaudited Consolidated and consolidating statements of earnings income and of cash flows stockholders' equity for the six-month period year ended on such dateDecember 31, certified by a Responsible Officer1997 and the seventeen days ended January 17, copies 1998 (the unaudited balance sheets, statements of which have heretofore been furnished income and stockholders' equity referred to each Lenderabove are collectively referred to as the "FINANCIAL STATEMENTS"). Other than any liability associated with the Universal Service Fund Fee, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such dateTelecommunications Relay Services Fund Filing, NECA Universal Service "Pooling" Requirement, Federal Excise Taxes, possible state taxes where MSN does not file tax returns, and potential liability for pay telephone "dial-around" charges, and other than accruals totaling less than $50,000 on the Consolidated Financial Statements that may be needed to reflect liabilities incurred in the ordinary course of business, the Financial Statements are in all material respects true and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared correct; are in accordance with GAAP applied consistently throughout the books and records of MSN; and, to the best of Sellers' knowledge, after due inquiry, using management's best estimates of MSN's cost of sales, present fairly, accurately and completely the financial condition and results of operations of MSN as of the dates, and for the periods involved as required by GAAP indicated. In addition, the Sellers represent that the Financial Statements reflect the following: (except as approved by a) Revenue is recognized on the sale of prepaid phone cards when such accountants cards are shipped to customers. There are no agreements with customers whereby shipments are made on a consignment basis or Responsible Officerwhereby a right of return exists, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected other than in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any normal course of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998for defective products. (b) The Consolidated Accounts payable and consolidating pro forma accrued liabilities are recorded on the accrual basis of accounting. Cost of sales include the costs of printing cards, the costs of shipping cards from suppliers and telecommunications costs. MSN's practice has been to record cost of sales, reflected in "Accounts Payable" on MSN's balance sheets sheet, based on management's best estimates, after due inquiry, of 95% of sales. To the Company best of each Seller's knowledge, after due inquiry, cost of sales does not exceed management's estimate. MSN has recorded all invoices that it has received and expects to receive from its Subsidiaries vendors for services rendered through the balance sheet date. In addition, Sellers represent that the amounts reflected as "Accounts Payable" on the Closing Balance Sheet include $2,900,000 as an accrual for amounts due to American Digital Networks, Arch Business Solutions and Communications Distributors International. Sellers represent that this amount represents an adequate accrual for unpaid ▇▇▇▇▇▇▇▇, invoiced and to be invoiced at May a later date, from its telecommunications providers related to sales of prepaid phone cards through January 17, 1998. Notwithstanding the foregoing, SCHEDULE 2.6 contains statements of aged receivables and aged payables as of January 17, 1998, regardless of whether such statements are labeled "as of January 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-11998."

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at November September 30, 19982003, and September 30, 2004, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 2005 and the related -------------------------------------------------------------------------------- unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretothereto and which is material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at such date. Except as set forth in Schedule 6.1, during During the period from November 30March 31, 1998, 2005 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May March 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-12005.

Financial Condition. (ai) The audited Consolidated balance sheet of the Company TPH and its Consolidated Subsidiaries as at November 30December 31, 1998, 2022 and the related audited Consolidated statements of earnings income and of cash flows for the fiscal year ended on such dateFiscal Year, reported on by PricewaterhouseCoopers and accompanied by a report from BDO USA, LLP, copies of which have heretofore been furnished to each the Initial Lender, present fairly in all material respects the Consolidated financial condition position of the Company Borrower and its Consolidated Subsidiaries as at such datedate and the Consolidated results of operations and cash flows of Borrower and its Subsidiaries for such Fiscal Year then ended. (ii) Borrower has furnished to the Initial Lender complete and correct copies of the interim consolidated balance sheet and the related statements of income of TPH and its Subsidiaries on a Consolidated Basis for the fiscal quarter ending [September 30, 2023]13. All such financial statements have been certified by a Responsible Officer of [TPH] and fairly present the financial position of TPH and its Subsidiaries as of the respective dates indicated and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then endedrespective periods indicated, in all material respects, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. The unaudited Consolidated and consolidating balance sheet of the Company TPH and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officerdid not have, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet latest financial statements referred to above, and will not have as of the Restatement Effective Date after giving effect to the incurrence of Advances hereunder, any material Guarantee Obligation, or significant contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which commitment that is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth thereto and that in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) such case is material in relation to the Consolidated business, operations, properties, assets, financial or other condition or prospects of the Company TPH and its Consolidated Subsidiaries at November 30, 1998Subsidiaries. (biii) The Consolidated and consolidating pro forma balance sheets Since December 31, 2022, there has been no Material Adverse Change. 13NTD: To be updated to align with what has been delivered as of the Company and its Subsidiaries as at May 31closing date. Although TPH is the reporting entity, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished Borrower will still need to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect deliver those financials to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1Agent.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30each of December 31, 19982019 and December 31, 2020 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31, 1999, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at November 30December 31, 19982015 and December 31, 2014 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBuyer and Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries BSX as at such datedates, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at May 31September 30, 19992016 or, if later and prior to the date of this Agreement, the date of BSX’s most recent publicly available Form 10-Q and the related unaudited Consolidated and consolidating consolidated statements of earnings operations and of cash flows for the six-month fiscal period ended on such date, certified by a Responsible an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year‑end audit adjustments) the Consolidated and consolidating consolidated financial condition of the Company BSX and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of footnotes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible an Authorized Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BSX, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company BSX nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any long-term material long‑term lease or material unusual forward or long-term long‑term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company American Tire and its Consolidated consolidated Subsidiaries as at November 30Fiscal Year end 2002, 19982003 and 2004, and the related Consolidated consolidated statements of earnings 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 PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrowers and its Consolidated their consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year respective Fiscal Years then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating unaudited consolidated pro forma balance sheets sheet of the Company American Tire and its consolidated Subsidiaries as at May 31, 1999, and of Fiscal Year 2004 end (the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company“Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, fairly present is the Consolidated and consolidating pro forma financial condition unaudited balance sheet of the Company Borrowers and its their consolidated Subsidiaries adjusted to give effect (as at if such events had occurred on the date set forth therein) to (i) the Closing Transactions and Debt Redemption and (ii) the incurrence of the Loans and the Consolidated and consolidating pro forma results of operations issuance of the Company Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and its all Indebtedness that the Borrowers and their consolidated Subsidiaries for expect to incur, and the period ended on such datepayment of all amounts the Borrowers and their consolidated Subsidiaries expect to pay, in each case giving effect to connection with the Recapitalization Closing Transactions and Debt Redemption. The Pro Forma Balance Sheet, together with the other transactions contemplated by the Recapitalization Documentsnotes thereto, all was prepared based on good faith assumptions in accordance with GAAP and is based on the requirements best information available to the Borrowers as of Regulation S-X under the Securities Act applicable to date of delivery thereof and reflects on a registration statement under pro forma basis the Securities Act on Form S-1financial position of the Borrowers and their consolidated Subsidiaries as of Fiscal Year 2004 end, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of Fiscal Year 2004 end.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet and cash flows of the Company Administrative Borrower and its Consolidated Subsidiaries as at November June 30, 1998, 2014 and the related Consolidated unaudited pro forma consolidated income statements of earnings and of cash flows for the fiscal year ended on twelve month period ending as at such date, reported on by PricewaterhouseCoopers LLPdate (the “Pro Forma Financial Statements”), 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 (i) the consummation of the Location Labs Acquisition and the Refinancing, (ii) the Loans to be made under this Agreement on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared in good faith based on the assumptions set forth therein, which Administrative Borrower believed to be reasonable assumptions at the time such Pro Forma Financial Statements were prepared, and present fairly in all material respects on a pro forma basis the Consolidated estimated financial position of Administrative Borrower and its Subsidiaries as at and for each of the dates and periods set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date. (i) The audited consolidated balance sheets of Administrative Borrower and its Subsidiaries (other than Location Labs and its Subsidiaries) for each of the 2011, 2012 and 2013 Fiscal Years, and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers Accountants N.V. (2013) and BDO Nederland (2011 and 2012) present fairly in all material respects the consolidated financial condition of the Company Administrative Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. such Fiscal Years. (ii) The unaudited Consolidated consolidated balance sheets and consolidating balance sheet related statements of the Company income and cash flows of Administrative Borrower and its Consolidated Subsidiaries as at May (other than Location Labs and its Subsidiaries) for the Fiscal Quarter ending March 31, 1999, 2014 and for each Fiscal Quarter ended after the related unaudited Consolidated second Fiscal Quarter of 2014 and consolidating statements of earnings and of cash flows for at least forty-five days prior to the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each LenderClosing Date, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Administrative Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their its operations and their Consolidated and consolidating its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). . (iii) All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except except, with respect to clause (b)(i), as approved by such the aforementioned firm of accountants or Responsible Officerand disclosed therein, as the case may bewith respect to clause (b)(ii), and as disclosed therein). Neither . (i) The audited consolidated balance sheets of Location Labs and its Subsidiaries for the Company nor any 2012 and 2013 Fiscal Years, and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Years, reported on by and accompanied by an unqualified report from Pricewaterhouse Coopers LLP, to the best knowledge of Administrative Borrower, present fairly in all material respects the consolidated financial condition of Location Labs and its Subsidiaries as at such date, and the consolidated results of its Consolidated operations and its consolidated cash flows for such Fiscal Years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of Location Labs and its Subsidiaries hadfor the Fiscal Quarter ending June 30, 2014 and for each Fiscal Quarter ended after the second Fiscal Quarter of 2014 and at least forty-five days prior to the date Closing Date, to the best knowledge of Administrative Borrower, present fairly in all material respects the consolidated financial condition of Location Labs 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 and the absence of footnotes). (iii) All such financial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, including the related schedules and notes thereto, to the best knowledge of Administrative Borrower, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except, with respect to clause (c)(i), as approved by the aforementioned firm of accountants and disclosed therein and, with respect to clause (c)(ii) as disclosed therein). (d) The most recent balance sheet financial statements referred to above, any in clause (b)(i) disclose in accordance with GAAP or other applicable accounting standards all material Guarantee ObligationGuaranteed Obligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreement, which is not reflected in the foregoing statements interest rate or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer foreign currency swap or exchange transaction or other disposition by the Company or any obligation in respect of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998derivatives. (be) The Consolidated On and consolidating pro forma balance sheets as of the Company Closing Date, the projections of Borrowers and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its their Restricted Subsidiaries for the period ended of Fiscal Year 2014 through and including Fiscal Year 2018 (the “Projections”) are based on such dategood faith estimates and assumptions believed by each of them to be reasonable at the time so furnished; provided, in each case giving effect the Projections are not to be viewed as facts and that actual results during the Recapitalization and the other transactions contemplated period or periods covered by the Recapitalization Documents, all prepared in accordance with Projections may differ from such Projections and that the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1differences may be material.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30December 31, 19981997 and December 31, 1996 and the related Consolidated consolidated statements of earnings operations, changes in equity (deficit) and of cash flows for the fiscal year years ended on such datedates, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their operations and their Consolidated changes in equity (deficit) and consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May March 31, 1999, 1998 and the related unaudited Consolidated and consolidating consolidated statements of earnings operations, changes in equity (deficit) and of cash flows for the sixthree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations operations, their changes in equity (deficit) and their Consolidated and consolidating consolidated cash flows for the sixthree-month period then ended (subject to normal year-end audit adjustments adjustments). (b) The consolidated pro forma balance sheet of the Borrower and its consolidated Subsidiaries as of March 31, 1998 (the absence "Pro Forma Balance Sheet"), certified by a Responsible Officer, a copy of footnoteswhich has heretofore been furnished to each Lender, presents fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of March 31, 1998 after giving effect to the Refinancing. (c) All financial statements referred to in the preceding paragraphs (a) and (b). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereintherein and, in the case of unaudited financial statements, except for ordinary year end audit adjustments and the absence of footnotes thereto). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred Pro Forma Balance Sheet and after giving effect to abovethe Refinancing, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not except as reflected in the foregoing statements Pro Forma Balance Sheet or in the notes thereto. Except as set forth disclosed in Schedule 6.1the 1997 10-K or the Confidential Information Memorandum, during the period from November 30December 31, 1998, 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May December 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-11997.

Financial Condition. (a) The Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at November 30Form 10-K, 1998, and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants one or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, more copies of which have been furnished to you, contains consolidated balance sheets of the Parent and its consolidated Subsidiary, and the consolidated statements of income, stockholders' equity, and cash flows of the Parent and its consolidated Subsidiaries for each Lenderof the three years ended December 31, 1999, including notes thereto, and the opinion of PriceWaterhouseCoopers LLP, independent certified public accountants with respect to such financial statements. The Form 10-Q, one or more copies of which have been furnished to you, contains the unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries at, and the unaudited consolidated statements of income, stockholders' equity, and cash flows of the Parent and its consolidated Subsidiaries for the period ended, September 31, 2000. All of the foregoing financial statements are complete and correct in all material respects and fairly present in all material respects the Consolidated and consolidating pro forma consolidated financial condition of the Company Parent and its consolidated Subsidiaries as at such date the respective dates of said balance sheets and the Consolidated and consolidating pro forma consolidated results of operations of the Company Parent and its consolidated Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all respective periods covered thereby. Such financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the requirements periods involved (except as otherwise noted therein). There were no material liabilities, direct or indirect, fixed or contingent, of Regulation S-X under the Securities Act applicable Parent and its consolidated Subsidiaries as of the respective dates of such balance sheets that are not reflected therein or in the notes thereto. There has been no material change in the consolidated condition, financial or otherwise, or operations of the Parent and its consolidated Subsidiaries since September 30, 2000, nor has the Parent or any Subsidiaries, except for the execution, delivery, and performance of this Agreement, incurred any Indebtedness for borrowed money, incurred any material liability, contingent or otherwise, except in the ordinary course of business (including acquisitions of business and assets), or entered into any material commitment or other transaction not in the ordinary course of business since such date. Each financial statement delivered by Borrower and Parent to a registration statement under Lender prior to the Securities Act on Form S-1date of this Agreement is true and correct, fairly presents the financial condition of Borrower and Parent, and has been prepared in accordance with generally accepted accounting principles, consistently applied; as of the date of this Agreement, there are no obligations, liabilities or indebtedness (including contingent and indirect liabilities) which are material to Borrower or Parent and not reflected in such financial statements; and no material adverse changes have occurred in the financial condition or business of Borrower or Parent since the date of the most recent financial statements which Borrower and Parent have delivered to Lender.

Financial Condition. (a) The Consolidated unaudited interim consolidated balance sheet of the Company and its Consolidated Subsidiaries as at November 30, 1998, and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve fiscal month ended on January 31, 2017, and the related unaudited consolidated statements of income, cash flows and changes in stockholders’ equity for the thirteen (13) fiscal months then ended: (i) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, certified by a Responsible Officer except as otherwise expressly noted therein, subject to, in the case of the Companyunaudited interim financial statements, copies normal year-end adjustments and the lack of which have been furnished to each Lender, footnote disclosures; and (ii) present fairly present in all material respects the Consolidated and consolidating pro forma consolidated financial condition of the Company Issuer and its Subsidiaries as at such date of the dates thereof and the Consolidated and consolidating pro forma results of operations for the periods covered thereby. (b) The pro forma unaudited consolidated balance sheet of the Company Issuer and its Subsidiaries for dated as of January 31, 2017 delivered on the period ended on such date, in each case Restatement Effective Date was prepared by the Issuer giving pro forma effect to the Recapitalization funding of the Term Loans and Restatement Effective Date Related Transactions, was based on the other transactions contemplated by unaudited consolidated balance sheet of the Recapitalization DocumentsIssuer and its Subsidiaries dated as of January 31, all 2017, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since March 13, 2016, there has been no Material Adverse Effect. (d) The Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9. (e) All financial performance projections delivered to Agent and the requirements Purchasers, including the financial performance projections delivered on or prior to the Original Closing Date represent the Issuer’s best good faith estimate of Regulation Sfuture financial performance and are based on assumptions believed when made by the Issuer to be fair and reasonable at the time made in light of then-X under current market conditions, it being acknowledged and agreed by Agent and Purchasers that projections as to future events are not to be viewed as facts, are subject to significant uncertainties and contingencies, many of which are beyond the Securities Act applicable to a registration statement under Credit Parties’ control, and that projections are not guaranties of financial performance and that the Securities Act on Form S-1actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material.

Financial Condition. (a) The Consolidated Borrower has heretofore furnished to the Administrative Agent and each Lender (i) an audited consolidated balance sheet of the Company Borrower and its Consolidated the Subsidiaries as at November 30December 31, 19982021, and the notes thereto and the related Consolidated consolidated statements of earnings operations, stockholders’ deficit and cash flows for the Fiscal Year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants and (ii) an unaudited condensed consolidated balance sheet of the Borrower and the Subsidiaries as at June 30, 2022, and the notes thereto and the related condensed consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal year ended on such datequarters then ended. Such financial statements (including the notes thereto) present fairly, reported on by PricewaterhouseCoopers LLPin all material respects, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, Borrower and the Consolidated Subsidiaries and the results of their operations operations, the changes in their stockholders’ deficit and their Consolidated cash flows for the applicable fiscal year then ended. The unaudited Consolidated and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating statements of earnings and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended ending, in each case, all in conformity with GAAP consistently applied (subject subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes). All such financial statementsSince December 31, including the related schedules and notes thereto2021, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any Hedge Agreement, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during the period from November 30, 1998, to and including the date hereof there has been no sale, transfer not occurred any event or other disposition by the Company circumstance that has resulted 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 could reasonably be expected to result in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998a Material Adverse Effect. (b) The Consolidated and consolidating pro forma balance sheets of Borrower has, on or prior to the Company and its Subsidiaries as at May 31Effective Date, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lenderthe Administrative Agent for distribution to the Lenders the Borrower’s forecast model with respect to Fiscal Years through 2023 including a projected consolidated statement of EBITDA and selected cash flow information (the “Model”). The Model was prepared in good faith by the Borrower based on assumptions and estimates believed by the Borrower on the date thereof to be reasonable, fairly present was based on information that the Consolidated Borrower reasonably believed to be the best information available to the Borrower after due inquiry and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving accurately reflects all material adjustments required to be made to give effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1Transactions.

Financial Condition. The Borrower has heretofore furnished to each of the Lenders the following financial statements: (a) The Consolidated the audited consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at November 30, 1998, and the related Consolidated audited consolidated statements of earnings operations, shareholders' equity (deficit) and of cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year ended on such dateDecember 29, 2001, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly ; (b) the Consolidated financial condition unaudited consolidated balance sheets of the Company Borrower and its Consolidated 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 and consolidating balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 1999, and the related unaudited Consolidated and consolidating consolidated statements of earnings operations, shareholders' equity (deficit) and of cash flows of the Borrower and its consolidated Subsidiaries for the sixnine-month period ended on such dateSeptember 28, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated and consolidating financial condition 2002; and (c) projected pro forma consolidated balance sheets of the Company Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, and related consolidated statements of shareholders' equity (deficit) as at such December 28, 2002, which balance sheets and statements reflect the consummation of the Reorganization Plan as if the same had been consummated on said date, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the six-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statementsstatements fairly present the respective actual or projected pro forma financial condition, including as applicable, of the related schedules Borrower and notes theretoits consolidated Subsidiaries as at the respective dates, and the respective actual results of operations for the respective periods ended on said respective dates, all in accordance with generally accepted accounting principles and practices applied on a consistent basis; PROVIDED that, as to projections, the Borrower and its consolidated CREDIT AGREEMENT Subsidiaries represent only that such projections have been prepared in accordance with GAAP applied consistently throughout good faith based on estimates and assumptions believed by the periods involved Borrower and its consolidated Subsidiaries to be reasonable as required by GAAP (except as approved by of the date such accountants projections were prepared. None of the Borrower or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, hereof any material Guarantee Obligationcontingent liabilities, contingent liability or liability material liabilities for taxes, or any long-term lease or material unusual forward or long-term commitmentcommitments or material unrealized or anticipated losses from any unfavorable commitments, including any Hedge Agreement, which is not except as referred to or reflected or provided for in the foregoing statements or in the notes theretosaid respective balance sheets as at said respective dates. Except as set forth in on Schedule 6.1XII hereto, during the period from November 30since September 28, 19982002, to and including the date hereof there has been no salematerial adverse change in the financial condition, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its operation, business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Consolidated financial condition prospects of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of taken as a whole from that set forth in the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma respective financial statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company and its Consolidated consolidated Subsidiaries as at November 30June 27, 1998, 1998 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Ernst & Young LLP, copies of which have heretofore been furnished to each Lenderyou, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company and its Consolidated consolidated Subsidiaries as at May 31March 27, 1999, 1999 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixnine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lenderyou, are in all material respects complete and correct and present fairly the Consolidated and consolidating consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixnine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest 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. Except as set forth in Schedule 6.1, during During the period from November 30March 27, 1998, 1999 to and including the date hereof hereof, except as disclosed by the Company on Schedule 5.1 hereto, there has been no sale, transfer or other disposition by the Company or any of its Consolidated 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 consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries at November 30March 27, 19981999. (b) The Consolidated operating forecast and consolidating pro forma balance sheets cash flow projections of the Company and its Subsidiaries as at May 31consolidated Subsidiaries, 1999copies of which have heretofore been furnished to the Lenders, and have been prepared in good faith under the related Consolidated and consolidating pro forma statements direction of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with GAAP. The Company has no reason to believe that as of the requirements date of Regulation S-X under the Securities Act applicable delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to a registration statement under the Securities Act on Form S-1state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at November June 30, 1998, 1994 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers Deloitte & Touche, LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at May 31, 1999, 1995 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixeleven-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 and consolidating consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated and consolidating consolidated results of their operations and their Consolidated and consolidating consolidated cash flows for the sixeleven-month period then ended (subject to normal year-end audit adjustments and the absence of footnotesadjustments). All such quarterly and annual financial statements, including statements of the related schedules Borrower and notes thereto, have been its Subsidiaries delivered to the Lenders that are filed with the Securities and Exchange Commission or otherwise generally made available to the public shall be prepared in accordance with GAAP applied consistently throughout and all other financial statements (including interim financial statements and projections) delivered to the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as Lenders will be prepared on a basis consistent with the case may be, and as disclosed therein)basis on which the financial statements delivered pursuant to the Prior Agreement were prepared. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including including, without limitation, any Hedge Agreementinterest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 6.1, during During the period from November 30May 31, 1998, 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated 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 capital stock of any other Person) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at November 30, 1998. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-11995.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at November 30of December 31, 19982022, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by PricewaterhouseCoopers and accompanied by a report from Deloitte & Touche LLP, copies a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated and consolidating consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at May of March 31, 19992023, June 30, 2023 and September 30, 2023 and the related unaudited Consolidated and consolidating consolidated statements of earnings income and of cash flows for the sixthree-month period periods ended on such date, certified by a Responsible Officerdates, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, present fairly the Consolidated and consolidating consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated and consolidating results of their operations and their Consolidated and consolidating cash flows for the sixthree-month period periods then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including any Hedge Agreementinterest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. Except as set forth in Schedule 6.1, during During the period from November September 30, 1998, 2023 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower 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 Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at November 30, 1998date hereof. (b) The Consolidated and consolidating pro forma balance sheets of the Company and its Subsidiaries as at May 31, 1999, and the related Consolidated and consolidating pro forma statements of income of the Company and its Subsidiaries for the twelve months then ended, certified by a Responsible Officer of the Company, copies of which have been furnished to each Lender, fairly present the Consolidated and consolidating pro forma financial condition of the Company and its Subsidiaries as at such date and the Consolidated and consolidating pro forma results of operations of the Company and its Subsidiaries for the period ended on such date, in each case giving effect to the Recapitalization and the other transactions contemplated by the Recapitalization Documents, all prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.