Common use of Financial Condition Clause in Contracts

Financial Condition. The consolidated balance sheet of the Parent and its consolidated Subsidiaries as at December 30, 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (i) Edison is not insolvent or the subject of any Event of Bankruptcy and the sale of Receivables on such day is not being made in contemplation of the occurrence thereof. Since June 30, 2001, there has been no material adverse change in the business or financial position of Edison which would be reasonably likely to have a material adverse affect on Edison's ability to fulfill its obligations under this Agreement or any other Facility Document to which it is a party. (A) The most-recently available consolidated balance sheet of the Parent Edison and its consolidated Subsidiaries as at December 30, 2000 of the most recent Fiscal Year end and the related consolidated statements of income and of cash flows of Edison and its Subsidiaries for the fiscal year Fiscal Year then ended, audited by PricewaterhouseCoopers, LLC, independent accountants, or another nationally recognized firm of independent accountants, copies of which have been furnished to the Buyer, fairly present in all material respects the consolidated financial position of Edison and its Subsidiaries as of such date and the consolidated results of the operations of and changes in consolidated cash flows of Edison and its Subsidiaries for the period ended on such date, reported on by KPMG L.L.P. all in accordance with GAAP and (B) the most-recently available unaudited consolidated balance sheet of Edison and its Subsidiaries as of the most recent fiscal quarter end and the related unaudited statements of income and cash flows of Edison and its Subsidiaries for the periods then ended, copies of which have heretofore been furnished to each Lenderthe Buyer, fairly present fairly in all material respects the consolidated financial condition position of the Parent Edison and its consolidated Subsidiaries as at such date, date and the consolidated results of their the operations of and their changes in consolidated cash flows of Edison and its Subsidiaries for the fiscal year then ended. All periods ended on such financial statementsdate subject to customary year-end adjustments, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001GAAP.

Financial Condition. The consolidated balance sheet of the Parent BSX and its consolidated Subsidiaries as at December 3031, 2001 and December 31, 2000 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBuyer and Lenders, are complete and correct and present fairly the consolidated financial condition of BSX as at such dates, and the Parent consolidated results of its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at March 31, 2002 or, if later and prior to the Initial Closing Date, the date of BSX's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of BSX and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of BSX, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent BSX nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2011 and December 31, 2010 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent and its consolidated Subsidiaries as at December 3031, 2000 2011 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. LLP copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal 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 and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30March 31, 2001 2012 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30March 31, 20012012, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30March 31, 2001 2012 to and including the date hereof Restatement Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30March 31, 20012012.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Borrower as at March 31, 2013 (including the Parent notes thereto) (the “Pro Forma Balance Sheet”), adjusted for management’s estimates of changes through June 30, 2013, copies of which have heretofore been furnished to Agent, 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 3031, 2000 2012 and December 31, 2011, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from the Independent Auditors, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of Borrower as at March 31, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries Except as at September 30provided on Schedule 3.1(b), 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During Except as provided on Schedule 3.1(b), during the period from September 30December 31, 2001 2012 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of AVG Technologies and its Subsidiaries as at September 30, 2010 (including the Parent notes thereto) (the “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 consummation of the Transaction, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to AVG Technologies as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of AVG Technologies and its consolidated Subsidiaries as at December September 30, 2000 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of AVG Technologies and its Subsidiaries as at December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from BDO Audit & Assurance B.V., present fairly the consolidated financial condition of the Parent AVG Technologies and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of AVG Technologies and its Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of AVG Technologies and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments) other than certain tax claims related to AVG Technologies CY Limited as disclosed on Schedule 3.1(b). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP IFRS applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing statements or unaudited consolidated balance sheet of AVG Technologies and its Subsidiaries as at September 30, 2010 other than (i) certain costs related to the Transaction, (ii) certain tax claims related to AVG Technologies CY Limited and (iii) certain liabilities in the notes theretoconnection with share purchases and options, in each case, as disclosed on Schedule 3.1(b). During the period from September 30December 31, 2001 2009 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 and 1996, the related consolidated statements of income operations, of changes in retained earnings and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Deloitte & Touche copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Parent 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 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 9-month period then ended (except that such financial statements may not include footnote disclosures and are subject to normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent therein and its consolidated Subsidiaries as at September 30except that interim financial statements may not include footnote disclosures, 2001 are subject to year-end adjustment, and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared are presented in accordance with GAAP (except as permitted by Form 10-Q under management's internal format consistent with financial statements previously provided to the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustmentsAgent). Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest 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. During Except as set forth in Schedule 5.1, during the period from September 30December 31, 2001 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Parent 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 Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries, taken as a whole, at the Closing Date. (b) The pro forma balance sheet of the Borrower and its consolidated Subsidiaries (the "Pro Forma Balance Sheet"), certified by the chief financial officer of the Borrower, copies of which have been heretofore furnished to each Lender, is the balance sheet of the Borrower and its consolidated Subsidiaries as at the end of September 30, 20011997 (the "Pro Forma Date"), adjusted to give effect (as if such 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 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 transactions and the Refinancing contemplated hereby and thereby. The Pro Forma Balance Sheet, together with the 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 the Borrower and its consolidated Subsidiaries as at the Pro Forma Date, adjusted as described above.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006 (the "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 due and payable 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 in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at March 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 3031, 2000 2004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished and accompanied by an unqualified report with respect to each Lendersuch financial statements from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2006, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments 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 the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30March 31, 2001 2006 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The consolidated balance sheet of the Parent Optasite and its consolidated Subsidiaries as at December 3031, 2000 2007 and the related consolidated statements of income and of cash flows for the fiscal year period ended on such date, reported on audited by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Parent Optasite 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. 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent Optasite nor any of its consolidated Subsidiaries had, at September 30, 2001the date of the balance sheet referred to above, any material Guarantee Obligation, contingent liability Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. (b) The consolidated balance sheet of SBAC and its consolidated Subsidiaries as at December 31, 2007 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, audited by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of SBAC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. During the period from September 30All such financial statements, 2001 to and including the date hereof there has related schedules and notes thereto, have been no saleprepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, transfer or other disposition by as the Parent or case may be, and as disclosed therein). Neither SBAC nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material part of its business Guarantee Obligation (other than earnouts pursuant to an Acquisition) or property and no purchase 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 acquisition financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. (c) The unaudited consolidated balance sheet of any business or property (including any capital stock Optasite and its consolidated Subsidiaries as at March 31, 2008 and the related consolidated statements of any other Person) income and of cash flows for the fiscal period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material in relation to respects and present fairly the consolidated financial condition of the Parent Optasite and its consolidated Subsidiaries as at September 30such date, 2001and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except for the absence of footnotes and year-end adjustments and the application of FAS 13) applied consistently throughout the periods involved (except as approved by a Responsible Officer as disclosed therein). Neither Optasite nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments. (d) The unaudited consolidated balance sheet of SBAC and its consolidated Subsidiaries as at March 31, 2008 and the related consolidated statements of income and of cash flows for the fiscal period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of SBAC and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by a Responsible Officer as disclosed therein). Neither SBAC nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Guarantee Obligation (other than earnouts pursuant to an Acquisition) or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto, subject to normal year-end adjustments.

Financial Condition. (a) The audited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2003, and the related consolidated statements statement of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2004, June 30, 2004 and September 30, 2004 and the related unaudited consolidated statements of income and cash flows for the periods ended on such dates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments and without the requirement of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). Except for the Borrower’s obligations under Section 1.3(e) of the Purchase Agreement and its obligations under the New Omnibus Agreement, the Borrower does not have any Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are material and that are not reflected in the most recent financial statements or the notes attached thereto. Except for the Disposition of Common Units, during the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower GP, the Borrower and the Borrower’s Subsidiaries of any material part of their respective businesses or Properties. (b) The unaudited audited consolidated balance sheet sheets of the Parent MMP and its consolidated Subsidiaries as at September 30December 31, 2001 2002 and December 31, 2003, and the related unaudited consolidated statements of income and of cash flows for the quarter fiscal years ended on such datedates, certified reported on by a Responsible Officerand accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly in all material respects the consolidated financial condition of the Parent MMP and its consolidated Subsidiaries as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the quarter respective fiscal years then ended. The unaudited consolidated balance sheet of MMP and its consolidated Subsidiaries as at March 31, 2004, June 30, 2004 and September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the periods ended on such dates, present fairly in all material respects the consolidated financial condition of MMP and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments). Neither All such financial statements, including the Parent nor 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). Except as set forth on Schedule 3.1(b), MMP and MMP’s Subsidiaries do not have any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are material and that are not reflected in the foregoing most recent financial statements (or in the notes attached thereto) referred to in this Section 3.1(b). During the period from September 30December 31, 2001 2003 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent or any of its consolidated General Partner, MMP and MMP’s Subsidiaries of any material part of its business their respective businesses 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 Parent and its consolidated Subsidiaries at September 30, 2001Properties.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent as at December 31, 2002 (including the notes thereto) and the unaudited pro forma consolidated income statement for the fiscal year ended December 31, 2002 (including the notes thereto) (collectively, the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the Transactions. The Pro Forma Financial Statements have been prepared based on the good faith assumptions of Parent as of the date of delivery thereof and, based on such assumptions, present fairly in all material respects on a pro forma basis the estimated financial position of Parent and its consolidated the Subsidiaries as at December 3031, 2000 2002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheet of Lux S.A. as at December 31, 2002, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Ernst & Young LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Parent and its consolidated Subsidiaries Lux S.A. as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Lux S.A. as at March 31, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, on the basis disclosed in the footnotes to such financial statements, present fairly, in all material respects, the consolidated financial condition of Lux S.A. as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to the omission of certain footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared and disclosed in accordance with GAAP (except as permitted by Form 10-Q under the Securities any such schedules and Exchange Act of 1934, as amended) applied consistently throughout the periods involvednotes, and present fairly the consolidated except that such unaudited financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustmentsstatements do not contain certain footnotes). Neither the Parent nor any of its consolidated Subsidiaries hadAll material Guarantees, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability liabilities and liabilities for taxes, or any all material long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which according to GAAP must be reflected in such financial statements or the notes thereto are so reflected. During the period from March 31, 2003, to and including the date hereof, there has been no disposition by Lux S.A. of any business or property that would be material to Lux S.A., taken as a whole, other than any such disposition which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there or which has otherwise been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material disclosed in relation writing to the consolidated financial condition of Lenders on or prior to the Parent and its consolidated Subsidiaries at September 30Closing Date, 2001or which is pursuant to the Transactions.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent 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. 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). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30March 31, 2001 1998, or, if later and prior 38 33 to the Signing Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income and of cash flows for the quarter fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities are complete and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter fiscal period then ended ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (subject 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 year-end audit adjustments)recurring accruals) considered necessary for a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2009 and December 31, 2008 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The consolidated balance sheet Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date in the case of the Parent balance sheets and the beginning of the period presented in the case of the statements of income and cash flows) 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 estimated financial position of the Borrower and its consolidated Subsidiaries as of December 31, 2016 assuming that the events specified in the preceding sentence had actually occurred at such date in the case of the balance sheets and at the beginning of the period presented in the case of the statements of income and cash flows. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 3031, 2000 2013, December 31, 2014 and December 31, 2015, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderdates, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2016 and the related unaudited consolidated statements of income and cash flows for such period, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal months, fiscal quarters or fiscal year, as applicable, then ended (subject to normal year-end audit adjustments and the addition 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 the auditing accounting firm and as disclosed thereintherein and with the exception that the unaudited financial statements may not contain all footnotes required by GAAP). The unaudited consolidated balance sheet No Loan Party, nor the Group Members taken as whole, has, as of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Closing Date, any material Guarantee ObligationObligations, material contingent liability or liability liabilities and liabilities for past due taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2015 to and including the date hereof hereof, except as set forth on Schedule 4.1, there has been no sale, transfer or other disposition Disposition by the Parent or any of its consolidated Subsidiaries Group Member of any material part of its the business or property and no purchase of a Loan Party 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 Parent and its consolidated Subsidiaries at September 30, 2001Group Members taken as a whole.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 30October 3, 2000 2004 and the related consolidated statements of consolidated income and retained earnings and Statements of cash flows Cash Flows of the Borrower and its Subsidiaries for the fiscal year ended on such datethen ended, reported on by KPMG L.L.P. copies and the notes thereto, all of which have heretofore been furnished delivered to each Lenderthe Lenders prior to the execution of this Agreement, are correct and complete and fairly present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their retained earnings as of the dates and for the periods referred to. The consolidated balance sheets of the Borrower and its Subsidiaries as at July 3, 2005 and the related statements of consolidated income and retained earnings and statements of consolidated cash flows for the fiscal year three-month period then ended, copies of which have been furnished to the Lenders, are true and correct and present fairly, subject to normal recurring year-end adjustments, the financial condition of the Borrower and its Subsidiaries as at such date and the results of their operations and their retained earnings as of such date and for such period. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein)involved. The unaudited consolidated balance sheet Since October 3, 2004, no material adverse change in the financial condition, the business or operations of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries as at September 30, 2001 that have been made available to the Administrative Agent and the related unaudited consolidated statements of income and of cash flows for Lenders by the quarter ended Borrower on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, or before the Closing Date have been prepared in accordance with GAAP (good faith based upon reasonable assumptions in the sole opinion of the Borrower’s management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as permitted by Form 10-Q under shown in the Securities balance sheets and Exchange Act of 1934notes thereto referred to above. The Borrower and its Subsidiaries have no liabilities, as amended) applied consistently throughout direct or contingent, except those disclosed in the periods involvedfinancial statements referred to above, and present fairly except those arising in the consolidated ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as a whole. The Borrower and its Subsidiaries as at such datehave made no investments in, and advances to or guaranties of the consolidated results obligations of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries hadcorporation, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer individual or other disposition by the Parent or any of its consolidated Subsidiaries of any entity other than Borrower in an aggregate amount 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 Parent Borrower and its consolidated Subsidiaries at September 30Subsidiaries, 2001taken as a whole, except those disclosed in the financial statements referred to above.

Financial Condition. (a) The audited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at of December 30, 2000 2001 and the related audited consolidated statements of income operations and statements of cash flows for the fiscal year years ended on such dateDecember 30, reported on by KPMG L.L.P. copies of which 2001 have heretofore been furnished to each Lender, present fairly the consolidated . Such financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, statements (including the related schedules and notes thereto) (i) have been audited by PricewaterhouseCoopers, LLP, (ii) have been prepared in accordance with GAAP consistently, applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as approved by of such accountants date and as disclosed therein)for such periods. The unaudited consolidated interim balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at September the end of, and the related unaudited interim statements of operations and of cash flows for, each quarterly period ended after December 30, 2001 and prior to the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP (except as permitted by Form 10Regulation S-Q under X of the Securities and Exchange Act of 1934, as amended) Commission consistently applied consistently throughout the periods involved, covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition condition, results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as at of such date, date and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. During the period from September 3029, 2001 2002 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Parent 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 by any of them of any business or property (including any capital stock of any other Personperson) material in relation to the consolidated financial condition of the Parent Borrower and its Subsidiaries, taken as a whole, in each case, which has not been disclosed in writing to the Lenders on or prior to the Closing Date or otherwise publicly disclosed. (b) The projected consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at September 30the end of, 2001and the related projected statements of operations and of cash flows for, the years ended December 28, 2003, January 2, 2005 and January 1, 2006 (heretofore furnished to each Lender) are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect (except as otherwise previously publicly disclosed), subject to the uncertainties and approximations inherent in any projections.

Financial Condition. (a) The historical financial disclosure in the Disclosure Statement (other than the valuation analysis set forth in Section I.O.2 in the Disclosure Statement) presents fairly in all material respects the financial condition of DDi Corp. and its Subsidiaries, and no material changes to such financial disclosure have occurred that have not been disclosed in writing to the Lenders. (b) The audited consolidated balance sheet sheets of the Parent and its consolidated Subsidiaries Details as at December 3031, 2000 2002 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PriceWaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Details as at such dates, and the Parent consolidated results of its operations and its consolidated Subsidiaries cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Details as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date present fairly in all material respects the consolidated financial condition of Details as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firms of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent Details and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is pursuant to GAAP would have to be reflected in such financial statements, that are not reflected in the foregoing most recent financial statements or referred to in the notes theretothis paragraph. During the period from September 30December 31, 2001 2002 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent Details 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 Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December September 30, 2000 2003 (including the notes thereto) (the "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 transactions contemplated hereby 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 September 30, 2003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2001 and December 31, 2002 and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on certified without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG L.L.P. copies of which have heretofore been furnished to each LenderErnst & Young LLP, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and to 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 thereinin the notes thereto). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is are not reflected in the foregoing most recent financial statements referred to in this paragraph (b) (or in the notes thereto) or permitted to be incurred under this Agreement. During the period from September 30December 31, 2001 2002 to and including the date hereof of this Agreement there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30Property, 2001except as permitted by Section 7.5.

Financial Condition. The consolidated balance sheet of the Parent BSX and its consolidated Subsidiaries as at December 3031, 2000 2006 and December 31, 2005 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to Borrower and Lenders, are complete and correct and present fairly the consolidated financial condition of BSX as at such dates, and the consolidated results of its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at September 30, 2007 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 statements of operations and of cash flows for the fiscal period ended on such date, reported on certified by KPMG L.L.P. 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 financial condition of the Parent BSX and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of BXS, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent BSX nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December September 30, 2000 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the matters referred to therein. 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 in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at September 30, 1997 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Day International Group, Inc. as at December 31, 1995 and December 31, 1996, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each LenderDeloitte & Touche, present fairly fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of Day International Group, Inc. as at September 30, 1997, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly, 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 nine-month period then ended (subject to normal year-end audit adjustments and any other adjustments described therein). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants stated in the financial statements, including the related notes, and as disclosed therein). The unaudited consolidated balance sheet except that the quarterly financial statements do not contain all of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified footnote disclosures required by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustmentsGAAP). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 1997 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30Property, 2001taken as a whole.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent Loral and its consolidated Subsidiaries as at December 3031, 2000 2006 and December 31, 2007, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Loral as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2006 and December 31, 2007, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Loral and its Subsidiaries as at March 31, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Loral as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such of the foregoing financial statements, including the related schedules and notes theretothereto where required, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30March 31, 2001 2008, and the related unaudited consolidated statements of income and of cash flows for the quarter three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the quarter three-month period then ended (ended, subject to normal year-end audit adjustments). Neither adjustment and before recognition of the Parent nor any effects of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for income taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30December 31, 2001 2007 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001except as permitted by this Agreement.

Financial Condition. (a) The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December November 30, 2000 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Ernst and Young, LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at February 28, 1998 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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 transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30August 31, 2001 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Parent Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries at September August 31, 1997. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 30, 20011997, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Kwik Acquisition, (ii) the Refinancing, (iii) the making of the Term Loans, (iv) the making of the Revolving Credit Loans to be made on the Closing Date, (v) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (vi) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at November 30, 1997, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 30of January 31, 2000 1998, and the respective related consolidated statements of income 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 KPMG L.L.P. copies of which have heretofore been furnished to each LenderArth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P., are complete and correct in all material respects and present fairly the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such dateJanuary 31, 1998 and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such of the foregoing consolidated financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a basis consistently maintained throughout the periods period involved and prior periods. (except as approved by such accountants and as disclosed therein). b) The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September of April 30, 2001 1998, and the respective related unaudited consolidated statements of income consolidated earnings and of consolidated cash flows for the quarter three months ended on such dateApril 30, certified by a Responsible Officer1998, copies of which have heretofore been furnished to each Lender, have been prepared are complete and correct in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, all material respects and present fairly the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such dateof April 30, 1998 and the consolidated results of their operations and their consolidated cash flows for the quarter three months then ended (subject ended. The Borrower's financial statements have been prepared pursuant to normal year-end audit adjustments)the rules and regulations of the Securities and Exchange Commission. Neither 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 Parent nor any 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 consolidated Subsidiaries hadinclude all adjustments which, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in opinion of management, are necessary for a fair presentation of the notes thereto. During consolidated financial position and consolidated results of operations and cash flows of the period from September 30, 2001 to Borrower and including its Subsidiaries for the date hereof there periods presented. (c) There has been no saleadverse change in the business, transfer properties, operations or other disposition by financial position of the Parent Borrower and its Subsidiaries taken as a whole since April 30, 1998 that would materially jeopardize repayment of the Loans, any Notes 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 Parent and its consolidated Subsidiaries at September 30, 2001amount owed hereunder.

Financial Condition. The consolidated balance sheet of the Parent and its consolidated Subsidiaries as at December 3029, 2000 2007 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. LLP copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal 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 and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30March 29, 2001 2008 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30March 29, 20012008, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30March 29, 2001 2008 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30March 29, 20012008.

Financial Condition. (a) The consolidated balance sheet 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 Parent 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 3031, 2000 2017, assuming that the events specified in the preceding sentence have actually occurred. (b) The audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2016, and the related consolidated statements statement of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG L.L.P. copies of which have heretofore been furnished to each LenderUS, LLC, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited, internally prepared consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2018, and the related unaudited, internally prepared consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet No Group Member has, as of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Closing 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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). During the period from September 30December 31, 2001 2016 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The unaudited pro forma condensed consolidated balance sheet of the Parent Superholdings and its consolidated Consolidated Subsidiaries as at December of June 30, 2000 2006 (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 related 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 consolidated statements of income and of cash flows comprehensive income and stockholders’ equity for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by unqualified reports from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries Superholdings as at of such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited condensed consolidated balance sheet of Superholdings as of June 30, 2006, and the related unaudited condensed consolidated statements of income and comprehensive income and cash flows for the six-month period ended on such date, present fairly in all material respects the consolidated financial condition of Superholdings as of such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet As of the Parent and its consolidated Subsidiaries Closing Date, giving effect to the Transactions (as at September 30, 2001 defined in the Original Credit Agreement) and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition issuance of the Parent and its consolidated Subsidiaries as at such dateSenior Notes, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September June 30, 2001 2006 to and including the date hereof Restatement Date there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The audited consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries for the fiscal years ended on December 31, 1996 and December 31, 1997, and the related consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 30the end of such years, 2000 are complete and the related consolidated statements of income correct and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, fairly present fairly the consolidated financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries as at such date, the respective dates of presentation specified therein and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statementsrespective periods of presentation specified therein, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved on a consistent basis. (except as approved by such accountants and as disclosed therein). b) The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows of the Borrower and its Subsidiaries for the fiscal quarter ended on such dateMarch 31, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved1998, and the related consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, are complete and correct and fairly present fairly the consolidated financial condition and results of operations of the Parent Borrower and its consolidated Subsidiaries as at such date, the respective dates of presentation specified therein and the consolidated results of their operations and their consolidated cash flows for the quarter then ended respective periods of presentation specified therein, all in accordance with GAAP applied on a consistent basis (subject to normal year-end audit adjustments). . (c) The pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 1998, adjusted to give effect to the ▇▇▇▇▇▇▇ Acquisition, the incurrence of all Indebtedness and obligations being incurred in connection herewith and the repayment of Indebtedness required to be repaid by Section 6.01(f) hereof, was prepared using reasonable estimates and pro forma adjustments, and is complete and correct and fairly presents the consolidated pro forma financial condition of the Borrower and its Subsidiaries as at such date. (d) Neither the Parent Borrower nor any of its consolidated Subsidiaries hadhad on December 31, at September 30, 2001, 1997 any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements or consolidated balance sheet of the Borrower and its Subsidiaries as at said date included in the notes theretofinancial statements referred to in paragraph (a) of this Section 7.02 and except as set forth in Schedule II hereto. During the period from September 30Since December 31, 2001 to and including the date hereof 1997, there has been no salematerial adverse change in the financial condition, transfer business, operations, prospects, assets, liabilities or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition capitalization of the Parent Borrower and its consolidated Subsidiaries at September 30, 2001taken as a whole.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 1997 and the related consolidated statements of income operations and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent 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. 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). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30March 31, 2001 1998 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 statements of income operations and of cash flows for the quarter fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities are complete and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter fiscal period then ended ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (subject 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 year-end audit adjustments)recurring accruals) considered necessary for a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as at December 3031, 2000 2002, December 31, 2003 and December 31, 2004 and the related consolidated statements of income operations, changes in members’ deficit and of cash flows for the fiscal year years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young, LLP, present fairly in all material respects the consolidated financial condition of NSP Holdings L.L.C. and NSP 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 NSP Holdings L.L.C. and NSP as at April 2, 2005, and the related unaudited statements of operations and cash flows for the 3-month period ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Parent NSP Holdings L.L.C. and its consolidated Subsidiaries NSP as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the 3-month period then ended (subject to normal year-end audit adjustments). The (x) unaudited consolidated balance sheets of NSP Holdings L.L.C. and NSP as at April 30, 2005 and May 28, 2005, and the related unaudited consolidated statements of operations and cash flows for the fiscal year months ended on such dates, and (y) the unaudited balance sheets of NSP’s general industrial, fire service and utility/high voltage business segments as at April 30, 2005 and May 28, 2005 and the related statements of operations and cash flows for the fiscal months ended at such dates, present fairly in all material respects the consolidated financial condition of NSP Holdings L.L.C. and NSP, and the business segments as at such dates, and the consolidated results of its operations and its consolidated cash flows for the monthly periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed thereintherein and for the absence of certain notes thereto). The unaudited consolidated balance sheet of the Parent NSP and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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 but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the notes theretoParent Borrower and its Subsidiaries as of the Closing Date. During the period from September 30December 31, 2001 2004 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent NSP or any of its consolidated Subsidiaries subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property property. (including any capital stock of any other Personb) material in relation The Parent Borrower has heretofore delivered to the Lenders the Confidential Offering Circular dated June 28, 2005 of NSP Holdings L.L.C. and NSP Holdings Capital Corp. in respect of the 11 3/4% Senior Pay in Kind due 2012, and any amendment or supplement thereto which contains the unaudited pro forma consolidated balance sheet and statements of operations of NSP Holdings L.L.C., and as of and for the three-month period ended April 2, 2005, in each case after giving effect to the Transactions as if they had occurred on such date in the case of the balance sheet and as of the beginning of all periods presented in the case of the statements of operations. Such pro forma financial statements have been prepared in good faith by NSP Holdings L.L.C. and its Subsidiaries, based on the assumptions stated therein (which assumptions are believed by NSP Holdings L.L.C. and its Subsidiaries on the date hereof and on the Closing Date to be reasonable), are based on the best information available to NSP Holdings L.L.C. and its Subsidiaries as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions, and in accordance with Regulation S-X, and present fairly in all material respects the pro forma consolidated financial condition position and results of operations of NSP Holdings L.L.C. as of such date and for such periods, assuming that the Parent and its consolidated Subsidiaries Transactions had occurred at September 30, 2001such dates.

Financial Condition. (a) The audited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at December 3031, 2000 2013 and the related consolidated statements of income operations and of cash flows for the fiscal year Fiscal Year ended on such date, reported on audited by KPMG L.L.P. Deloitte Touche Tohmatsu Limited, copies of which have heretofore been furnished to each Lender, in each case are complete and correct in all material respects and present fairly the consolidated financial condition of each Loan Party as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The financial statements described in this Section 5.1(a), including the related schedules and notes thereto, have been prepared in accordance with GAAP, in each case applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). (i) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2014 and the related unaudited consolidated statements of operations for the Fiscal Quarter ended on such date, certified by a Responsible Person of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of their operations for the Fiscal Quarter then ended (subject to normal year‑end audit adjustments). All such financial statements have been prepared in accordance with GAAP (except for the absence of footnote disclosures) applied consistently throughout the periods involved (except as approved by such Responsible Person of the Borrower and as disclosed therein). (ii) The unaudited consolidated balance sheet of the Parent and its Subsidiaries as at March 31, 2014 and the related unaudited consolidated statements of operations and cash flows for the Fiscal Quarter ended on such date, certified by a Responsible Person of the Parent, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year Fiscal Quarter then endedended (subject to normal year‑end audit adjustments). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP (except for the absence of footnote disclosures) applied consistently throughout the periods involved (except as approved by such accountants Responsible Person of the Parent and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries . (c) Except as at September 30set forth on Schedule 5.1(c) hereto, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001the date of the most recent balance sheet referred to in subsections (a) and (b) above, any material Guarantee Obligation, contingent liability or liability for taxes, or any material long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. . (d) During the period from September 30December 31, 2001 2013 to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Parent Parent, the Borrower or any of its their respective consolidated Subsidiaries of any material part of its their respective 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 Parent and its consolidated Parent, the Borrower or any of such Subsidiaries at September 30December 31, 20012013, other than (i) sales and Dispositions of inventory in the ordinary course of business and (ii) those sales, transfers, dispositions and acquisitions listed on Schedule 5.1(d).

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at December 3031 of the most recently ended three fiscal years of the Borrower ending prior to the Closing Date for which audited financial statements were delivered, 2000 and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report by a nationally recognized accounting firm, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of the most recently ended fiscal quarter of the Borrower ending prior to the Closing Date for which unaudited financial statements were delivered, and the related unaudited consolidated statements of income and cash flows for the period ended on such fiscal quarter end, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the period ended on such fiscal quarter end (subject to normal year then endedend audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet As of the Parent and its consolidated Subsidiaries as at September 30date of such financial statements, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, no Global Entity 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30this paragraph. (b) Since December 31, 2001 to and including the date hereof 2006, there has been no sale, transfer development or other disposition by the Parent event that has had 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 would reasonably be expected to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001have a Material Adverse Effect.

Financial Condition. (a) The consolidated audited balance sheet sheets of the Parent Company and its consolidated Subsidiaries as at December 3031, 2000 1997 and December 31, 1998 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by KPMG L.L.P. PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Parent Company and its consolidated Subsidiaries as at such datedates, 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, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at September June 30, 2001 1999 and the related unaudited consolidated statements of income operations and of cash flows for the quarter ended on such datesix-month period then ended, certified by a Responsible OfficerOfficer of the Company, copies of which have heretofore been furnished to each Lender, have been prepared present fairly in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition position of the Parent Company and its consolidated Subsidiaries as at such date, date and the consolidated results of their operations and their consolidated cash flows for the quarter six-month period then ended (subject to normal year-end audit adjustments). Neither Such financial statements, including the Parent nor any of 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 had, did not have at September 30, 2001the date of such balance sheet, any material Guarantee 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 swap or exchange transaction, which is not reflected in the foregoing statements such balance sheet or in the notes theretothereto or in the notes to the Company's audited financial statements. During the period from September 30December 31, 2001 1998 to and including the date hereof there has been Amendment/Restatement Effective Date, no sale, transfer dividends or other disposition by distributions have been declared, paid or made upon the Parent Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any material part of its business consolidated Subsidiaries been redeemed, retired, purchased or property and no purchase otherwise acquired for value by the Company or other acquisition any of any business or property its consolidated Subsidiaries, respectively, except as permitted under the Existing Credit Agreement. (including any capital stock of any other Personc) material in relation to the The unaudited consolidated financial condition PRO FORMA balance sheet of the Parent Company and its consolidated Subsidiaries, as of June 30, 1999, certified by a Responsible Officer of the Company (the "PRO FORMA BALANCE SHEET"), copies of which have been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries at September adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the consummation of the FMI Sale and (ii) the application of the Net Proceeds thereof in accordance with subsections 6.1(b) and (c) (collectively, the "PRO FORMA EVENTS"). The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company as of the date of delivery thereof and reflects on a PRO FORMA basis the financial position of the Company and its consolidated Subsidiaries as of June 30, 20011999, as adjusted, as described above, assuming that the Pro Forma Events had actually occurred as of June 30, 1999.

Financial Condition. The (a) Each of (i) the audited consolidated balance sheet of the Parent Holdings and its consolidated Subsidiaries as at dated December 3031, 2000 2012, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the fiscal year Fiscal Year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly that date and (ii) the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal 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 and as disclosed therein). The unaudited interim consolidated balance sheet of the Parent Holdings and its consolidated Subsidiaries as at dated September 30, 2001 2013 and the related unaudited consolidated statements of income income, shareholders’ equity and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been nine (9) fiscal months then ended: (i) were prepared in accordance with GAAP (consistently applied throughout the respective periods covered thereby, except as permitted by Form 10otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-Q under end adjustments and the Securities and Exchange Act lack of 1934, as amendedfootnote disclosures; and (ii) applied consistently throughout the periods involved, and present fairly in all material respects the consolidated financial condition of the Parent Holdings and its consolidated Subsidiaries as at such date, of the dates thereof and the consolidated results of their operations and their consolidated cash flows for the quarter then ended periods covered thereby. (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries hadb) [Intentionally Omitted]. (c) Since December 31, at September 302012, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no saleMaterial 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 5.8. (e) All financial performance projections delivered to Agent and each Arranger, transfer or other disposition by including the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation financial performance projections delivered prior to the Closing Date, represent Holdings’ and the Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by Holdings and the Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results and that such differences may be material. (f) The Initial Budget has been prepared by Holdings and the Borrower in light of the past operations of the business of Holdings and its Subsidiaries. As of the Closing Date, the Initial Budget is based upon estimates and assumptions stated therein, all of which Holdings and the Borrower believe to be reasonable and fair in light of conditions and facts known to Holdings and the Borrower as of the Closing Date and reflect the good faith, reasonable and fair estimates by Holdings and the Borrower of the future consolidated financial condition performance of Holdings and the Parent Borrower and its consolidated Subsidiaries at September 30, 2001the other information projected therein for the period set forth therein.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2002 and December 31, 2001 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2003 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 statements of operations and of cash flows for the 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2005 and December 31, 2004 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 20192022 and December 31, 20202023 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. ▇▇▇▇▇ & ▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related statement of income of the Parent U.S. Borrower and its consolidated Restricted Subsidiaries as at December 30January 31, 2000 and 2011 (the related consolidated statements of income and of cash flows for the fiscal year ended on such date“Pro Forma Financial Information”), reported on by KPMG L.L.P. 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 Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Financial Information has been prepared based on the best information available to the U.S. 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 U.S. Borrower and its Restricted Subsidiaries as at January 31, 2011 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the U.S. Borrower and its Restricted Subsidiaries as at January 31, 2009, January 31, 2010 and January 31, 2011, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on January 31, 2009, January 31, 2010 and January 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young, present fairly in all material respects the consolidated financial condition of the Parent U.S. Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year 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 such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet No Loan Party has, as of the Parent Closing Date after giving effect to the Transactions and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q excluding obligations under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Loan Documents, any material Guarantee ObligationObligations, contingent liability or liability for taxesliabilities, or any long-long term lease leases or unusual forward or long-long term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is are required in conformity with GAAP to be disclosed therein and which are not reflected in the foregoing most recent financial statements or referred to in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001this paragraph.

Financial Condition. (a) The consolidated balance sheet Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date in the case of the Parent balance sheets and the beginning of the period presented in the case of the statements of income and cash flows) 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 estimated financial position of the Borrower and its consolidated Subsidiaries as at December of September 30, 2000 2015 assuming that the events specified in the preceding sentence had actually occurred at such date in the case of the balance sheets and at the beginning of the period presented in the case of the statements of income and cash flows. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderdates, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of September 30, 2015 and the related unaudited consolidated statements of income and cash flows for such period, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal months, fiscal quarters or fiscal year, as applicable, then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants the auditing accounting firm and as disclosed thereintherein and with the exception that the unaudited financial statements may not contain all footnotes required by GAAP). The unaudited consolidated balance sheet No Loan Party, nor the Group Members taken as whole, has, as of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Closing Date, any material Guarantee ObligationObligations, material contingent liability or liability liabilities and liabilities for past due taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2014 to and including the date hereof hereof, except as set forth on Schedule 4.1, there has been no sale, transfer or other disposition Disposition by the Parent or any of its consolidated Subsidiaries Group Member of any material part of its the business or property and no purchase of a Loan Party 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 Parent and its consolidated Subsidiaries at September 30, 2001Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent as at September 30, 2004 (the “Pro Forma Balance Sheet”), copies of which have heretofore been made available 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 consolidated financial position of Parent and its as at September 30, 2004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated Subsidiaries balance sheets of Parent as at December 3031, 2000 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such dateDecember 31, 2001, December 31, 2002 and December 31, 2003, reported on by KPMG L.L.P. and accompanied by an unqualified report from Deloitte & Touche, copies of which have heretofore been furnished made available to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of Parent as at September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, copies of which have heretofore been made available to each Lender, present fairly the consolidated financial condition of Parent as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of Parent, the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee ObligationGuarantees, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2003 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at December August 30, 2000 2008, August 29, 2009 and August 28, 2010, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates (collectively, the “Historical Financials”), reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at February 26, 2011, and the related unaudited consolidated statements of income and cash flows for the 6-month period ended on such date (collectively, the “Interim Financials”), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 6-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The ) and the omission in unaudited consolidated balance sheet financial statements of the Parent information and its consolidated Subsidiaries as at September 30, 2001 footnotes not required under GAAP to be included in interim unaudited financial information. As of the Closing Date and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934set forth on Schedule 4.1, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30August 28, 2001 2010 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Regal and its consolidated Subsidiaries as at December 30September 27, 2000 2001 (the "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 consummation of the Amended Plan, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. (b) The audited consolidated balance sheets of Regal and its consolidated Subsidiaries as at fiscal yearend 2000, 1999 and 1998, and the related consolidated statements of income and of cash flows for the such fiscal year ended on such dateyears, reported on by KPMG L.L.P. copies of which have heretofore been furnished and accompanied by an unqualified report from Deloitte & Touche LLP (except for, with respect to each Lenderthe report for fiscal year 2000, the qualifications set forth therein), present fairly the consolidated financial condition of the Parent Regal and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of Regal and its Subsidiaries as at September 27, 2001 and the related unaudited consolidated statements of income and cash flows for the period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent Regal and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 28, 2001 2000, to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent or any of Regal 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) Property material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001ongoing business.

Financial Condition. (i) The consolidated balance sheet audited Consolidated financial statements of the Parent Borrower and its consolidated Subsidiaries as at for the fiscal years ended December 3031, 2000 2003, 2004, and 2005 together with the related consolidated Consolidated and consolidating statements of income or operations, equity and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly (ii) the consolidated audited Consolidated financial condition statements of the Parent Acquired Company and its consolidated Subsidiaries as at such datefor the fiscal years ended January 31, 2004, 2005, and 2006 together with the consolidated results related Consolidated and consolidating statements of their operations income or operations, equity and their consolidated cash flows for the fiscal year then ended. All years ended on such dates, (iii) the unaudited Consolidated financial statementsstatements of the Borrower and its Subsidiaries and the Acquired Company and its Subsidiaries for the twelve-month period ending on the last day of the most recent fiscal quarter ended for the Borrower or the Acquired Company, including as the case may be, prior to the Closing Date, together with the related schedules Consolidated and notes theretoconsolidating statements of income or operations, have been equity and cash flows for such twelve-month periods ending on such dates and (iv) a pro forma balance sheet of the Borrower and its Subsidiaries as of the last day of the most recent fiscal quarter ended prior to the Closing Date: (A) were in all material respects prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by such accountants and as disclosed otherwise expressly noted therein). The unaudited consolidated balance sheet of ; (B) fairly present the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries in all material respects, as at such dateapplicable, and as of the consolidated results date thereof (subject, in the case of their operations and their consolidated cash flows for the quarter then ended (subject unaudited financial statements, to normal year-end audit adjustments). Neither ) and results of operations for the Parent nor any periods covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, of the Borrower and its consolidated Subsidiaries hadas of the date thereof, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability including liabilities for taxes, or any longmaterial commitments and contingent obligations. (b) The five-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in year projections of the foregoing statements or in the notes thereto. During the period from September 30, 2001 to Borrower and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation delivered to the consolidated financial condition Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions as of the Parent Closing Date. The parties hereto acknowledge that all such forecasts and its consolidated Subsidiaries at September 30projections are based on various facts and assumptions which the Borrower believes are reasonable, 2001but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially from such forecasts and projections.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 2015 and December 31, 2016 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The consolidated balance sheet sheets of the Parent and its consolidated Subsidiaries as at December September 30, 2000 1995 and September 30, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on each such date, reported on by KPMG L.L.P. Peat Marwick, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited 13 consolidated balance sheet of the Parent and its consolidated Subsidiaries as at December 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such December date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year three month period then endedended (subject in each case to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30December 31, 2001 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property other than the Remel Acquisition (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30December 31, 20011996.

Financial Condition. The audited consolidated balance sheet of each of the Parent and its consolidated Subsidiaries Founding Companies as at December 31, 1996 and the related consolidated statement of income, stockholders' equity and cash flow of each of the Founding Companies for the fiscal year ended on said date, (except unaudited statements for Capital Bolt & Supply, Inc.) with the opinion thereon of Ernst & Young L.L.P. (except in the case of Alatec Products, Inc. - with the opinion thereon of McGladrey & Pullen, ▇▇▇) heretofore furnished to the Administrative Agent and the audited consolidated balance sheet of each of the Founding Companies (except unaudited statements for Capital Bolt & Supply, Inc.) as at September 30, 2000 1997 and their related consolidated statements of income, stockholders' equity and cash flow of each of the Founding Companies for the nine-month period ended on such date heretofore furnished to the Administrative Agent, are complete and correct in all material respects and fairly present the consolidated financial condition of each of the Founding Companies as at said dates and the results of its operations for the nine-month period ending on said date, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). The pro forma combined balance sheets of the Borrower and the Subsidiaries heretofore furnished to the Administrative Agent are complete and correct in all material respects and fairly present the financial condition of the Borrower and the Subsidiaries as of the acquisition thereof by the Borrower based upon the aforesaid financial statements of the Founding Companies, all in accordance with GAAP, applied on a consistent basis. Each of the audited consolidated balance sheets of the Target Company as at December 31 for each of the years 1995, 1996, and 1997, and the related consolidated statements of income income, stockholders' equity and cash flow of cash flows the Target Company for the fiscal year years ended December 31, 1996 and 1997, with the opinion thereon of McGladrey & Pullen, ▇▇▇, heretofore furnished to the Administrative Agent and the unaudited consolidated balance sheet of the Target Company as at June 30, 1998 and the related consolidated statement of income of the Target Company for the six month period ended on such date, reported on by KPMG L.L.P. copies of which have date heretofore been furnished to each Lenderthe Administrative Agent, are complete and correct and fairly present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Target Company as at such date, said dates and the consolidated results of their its operations and their consolidated cash flows for the fiscal year then ended. All such years 1995, 1996, and 1997 and the six month period ended on June 30, 1998, all in accordance with GAAP, as applied on a consistent basis (subject, only in the case of the interim 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither None of the Parent nor Borrower or any of its consolidated Subsidiaries had, at September 30, 2001, Subsidiary has on the Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements Financial Statements or in the notes theretoSCHEDULE 7.02. During the period from September 30Since December 31, 2001 to and including the date hereof 1997, there has been no salechange or event having a Material Adverse Effect. Since the date of the Financial Statements, transfer neither the business nor the Properties of the Borrower or any Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other disposition labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by the Parent any Governmental Authority, riot, activities of armed forces or any acts of its consolidated Subsidiaries God or 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 Parent and its consolidated Subsidiaries at September 30, 2001public enemy.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 2016 and December 31, 2017 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2010 and 2011 and the related consolidated statements of income and of cash flows for the fiscal year years ended on such dateDecember 31, 2009, 2010 and 2011, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at March 31, 2012, June 30, 2012 and September 30, 2012 and the related unaudited consolidated statements of income and of cash flows for the quarterly periods ended on such dates, present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective quarterly periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein, and provided that the unaudited financial statements need not contain footnotes). As of the date of the most recent financial statements referred to in this Section 4.1, the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which did not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that were not reflected in the foregoing statements or in the notes theretosuch financial statements, except as set forth on Part I of Schedule 4.1. During the period from September 30December 31, 2001 2011 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Parent or any of its consolidated Subsidiaries Borrower of any material part of its business or property and no purchase or other acquisition Property, except as set forth on Part II of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001Schedule 4.1.

Financial Condition. The (a) Each of (i) the audited consolidated and consolidating balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December dated April 30, 2000 2016 and the related audited consolidated and consolidating statements of income or operations, shareholders' equity and of cash flows for the fiscal year Fiscal Year ended on such date, reported on by KPMG L.L.P. copies that date and (ii) the unaudited interim consolidated and consolidating balance sheet of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such datedated January 31, 2017 and the related unaudited consolidated results statement of their operations income, shareholders' equity and their consolidated cash flows for the nine (9) fiscal year months then ended. All such financial statements, including the related schedules and notes theretoin each case, have been as heretofore delivered to Bank: (A) were prepared in accordance with GAAP consistently applied consistently throughout the respective periods involved (covered thereby, except as approved by such accountants and as disclosed otherwise expressly noted therein). The unaudited consolidated balance sheet , subject to, in the case of the Parent and its consolidated Subsidiaries as at September 30unaudited interim financial statements, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither adjustments and the Parent nor any lack of footnote disclosures; and (B) present fairly in all material respects the consolidated and consolidating financial condition of Borrower and its consolidated Subsidiaries hadas of the dates thereof and results of operations for the periods covered thereby. (b) All financial performance projections delivered to Bank, at September including the financial performance projections delivered on the Closing Date, represent Borrower's good faith estimate of future financial performance and are based on assumptions believed by Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Bank that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results. (c) Since April 30, 20012016, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or Material Adverse Effect. (d) The Credit Parties and their Subsidiaries have no Indebtedness other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property than Indebtedness permitted pursuant to Section 7.1.1 and have no purchase or Contingent Obligations other acquisition of any business or property (including any capital stock of any other Person) material in relation than Contingent Obligations permitted pursuant to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001Section 7.1.2.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent 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. 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). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30March 31, 2001 1997 and the related unaudited consolidated statements of income and of cash flows for the quarter three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities are complete and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, materially correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter three-month period then ended (subject to normal year-end audit adjustments). All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, 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). 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 Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent 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. 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). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September June 30, 2001 2000 and the related unaudited consolidated statements of income and of cash flows for the quarter fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities are complete and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter fiscal period then ended ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (subject 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 year-end audit adjustments)recurring accruals) considered necessary for a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent Holding and its consolidated Subsidiaries as at of December 3031, 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income income, shareholders' equity and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Deloitte & Touche LLP present fairly, present fairly in all material respects, the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal year years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as at March 31, 2001, and the related unaudited consolidated statements of income and cash flows for the three-month period ended of Holding and its consolidated Subsidiaries, on such date, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the three-month period then ended, of Holding and its consolidated Subsidiaries (subject to the omission of footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared and disclosed in accordance with GAAP (except as permitted by Form 10-Q under the Securities any such schedules and Exchange Act of 1934, as amended) applied consistently throughout the periods involvednotes, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustmentsthe omission of footnotes from such unaudited financial statements). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30December 31, 2001 2000 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Parent or any of Holding and its consolidated Subsidiaries of any material part of its the business or property of Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person) material in relation to the consolidated financial condition of Holding and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the Parent foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma balance sheet of Holding and its consolidated Subsidiaries at September 30(the "PRO FORMA BALANCE SHEET"), 2001copies of which have heretofore been furnished to each Lender, is the balance sheet of Holding and its consolidated Subsidiaries as of March 31, 2001 (the "PRO FORMA DATE"), adjusted to give effect (as if such events had occurred on such date) to (i) the receipt by the Borrower of the gross cash proceeds (prior to any underwriting discount or other associated fees and commissions or any deduction of associated fees and expenses) from the issuance of the 2001 Senior Notes, (ii) the making of the Extensions of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby, and (iii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the transactions contemplated hereby and thereby. The Pro Forma Balance Sheet was prepared in accordance with Article 11 (Pro Forma Financial Information) of Regulation S-X under the Securities Act.

Financial Condition. The consolidated balance sheet of the Parent International and its consolidated Subsidiaries as at December 3031, 2000 2001 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. 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 financial condition of the Parent International 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 and as disclosed therein). The unaudited consolidated balance sheet of the Parent International and its consolidated Subsidiaries as at September 30March 31, 2001 2002 and the related unaudited consolidated statements of income and of cash flows for the quarter three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared are complete and correct in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, all material respects and present fairly the consolidated financial condition of the Parent International and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter three-month period then ended (subject to normal year-end audit adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Parent International nor any of its consolidated Subsidiaries had, at September 30, 2001the date of the most recent balance sheet referred to above, any material Guarantee Obligationoutside 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction (except as listed on Schedule 3.1 attached hereto), which is not reflected in the foregoing statements or in the notes thereto. During Except as heretofore disclosed to the Lenders, during the period from September 30December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent International 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 Parent International and its consolidated Subsidiaries at September 30December 31, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 30, 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of consolidated <Page> 36 income and retained earnings and Statements of Cash Flows of the Borrower and its Subsidiaries for the fiscal year then ended, and the notes thereto, all of which have been delivered to the Lenders prior to the execution of this Agreement, are correct and complete and fairly present the financial condition of the Borrower and its Subsidiaries and the results of their operations and their retained earnings as of the dates and for the periods referred to. The consolidated balance sheets of the Borrower and its Subsidiaries as at December 30, 2001 and the related statements of consolidated income and retained earnings and statements of consolidated cash flows for the quarter ended on such date, certified by a Responsible Officerthree-month period then ended, copies of which have heretofore been furnished to each Lenderthe Lenders, are true and correct and present fairly, subject to normal recurring year-end adjustments, the financial condition of the Borrower and its Subsidiaries as at such date and the results of their operations and their retained earnings as of such date and for such period. All such financial statements have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at Since September 30, 2001, any no material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected adverse change in the foregoing statements financial condition, the business or operations of the Borrower and its Subsidiaries, taken as a whole, has occurred. All written financial projections concerning the Borrower and its Subsidiaries that have been made available to the Administrative Agent and the Lenders by the Borrower on or before the Closing Date have been prepared in good faith based upon reasonable assumptions in the sole opinion of the Borrower's management at the time of the preparation thereof. The real estate and other fixed assets of the Borrower and its Subsidiaries are subject to no mortgage or lien securing an indebtedness of a material principal amount except as shown in the balance sheets and notes theretothereto referred to above. During The Borrower and its Subsidiaries have no liabilities, direct or contingent, except those disclosed in the period from September 30financial statements referred to above, 2001 and except those arising in the ordinary course of business since the dates of such financial statements, having in the aggregate no materially adverse effect on the financial condition of the Borrower and its Subsidiaries, taken as a whole. The Borrower and its Subsidiaries have made no investments in, advances to and including or guaranties of the date hereof there has been no saleobligations of any corporation, transfer individual or other disposition by the Parent or any of its consolidated Subsidiaries of any entity other than Borrower in an aggregate amount 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 Parent Borrower and its consolidated Subsidiaries at September 30Subsidiaries, 2001taken as a whole, except those disclosed in the financial statements referred to above.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2004 and March 31, 2005 (including the notes thereto) (the “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 December 31, 2004 and March 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 as at December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by an unqualified report from KPMG L.L.P. copies of which have heretofore been furnished to each LenderLLP, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2005, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2004 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. (a) The audited consolidated balance sheet of the Parent and its consolidated Subsidiaries Consolidated Parties as at December of June 30, 2000 1996 and the related audited consolidated statements of income earnings and statements of cash flows for the fiscal year ended on such dateJune 30, reported on by KPMG L.L.P. copies of which 1996 have heretofore been furnished to each Lender, present fairly the consolidated Agent. Such audited financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, statements (including the related schedules and notes thereto) (i) have been audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, (ii) have been prepared in accordance with GAAP consistently, applied consistently throughout the periods involved covered thereby and (except iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as approved by of such accountants date and as disclosed therein)for such period. The unaudited consolidated interim balance sheet sheets of the Parent and its consolidated Subsidiaries Consolidated Parties as at September 30the end of, 2001 and the related unaudited consolidated interim statements of income earnings and of cash flows for for, each fiscal month and quarterly period ended after June 30, 1997 and prior to the quarter ended on such date, certified by a Responsible Officer, copies of which Closing Date have heretofore been furnished to the Agent. Such unaudited interim financial statements for each Lendersuch quarterly period, (i) have been prepared by independent certified public accountants in accordance with GAAP consistently applied throughout the periods covered thereby, subject to audit, normal year-end adjustments and the absence of notes and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (b) The pro forma consolidated balance sheet, statement of earnings and statement of cash flow of the Consolidated Parties for the two most recent fiscal years prepared by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with GAAP consistently applied throughout the periods covered thereby, have heretofore been furnished to the Agent. Such pro forma balance sheet is based upon reasonable assumptions and upon information not know to be incorrect or misleading in any material respect. (c) Except as otherwise disclosed in SCHEDULE 6.1(c), the financial statements delivered to the Lenders pursuant to Section 7.1(a) and (b), (i) have been prepared in accordance with GAAP (except as may otherwise be permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amendedSection 7.1(a) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.and

Financial Condition. (a) The Company has heretofore furnished to the Lenders its consolidated and consolidating balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 1996, reported on by Price Waterhouse, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 1997, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to each of the Lenders the Statutory Statements for the year ended December 31, 1996 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements. Such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and fairly present the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year ended on said date in accordance with statutory accounting practices. (c) The Company has heretofore furnished to each of the Lenders consolidated balance sheet sheets of the Parent each Material Subsidiary which is not an Insurance Company described in paragraph (b) above and its consolidated Subsidiaries as at December 3031, 2000 1996, and the related consolidated statements of income income, stockholders' equity and cash flow of cash flows such Material Credit Agreement ---------------- Subsidiary and its consolidated Subsidiaries for the its fiscal year ended on said date. All such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, financial statements are complete and correct and fairly present fairly the consolidated financial condition of the Parent such Material Subsidiary and its consolidated Consolidated Subsidiaries as at such date, the applicable date and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statementsended on said date, including the related schedules and notes thereto, have been prepared all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout the periods involved on a consistent basis. (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30d) Since December 31, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date1996, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no salematerial adverse change in the business, transfer assets, operations, prospects or condition, financial or otherwise, of the Company and its Subsidiaries, taken as a whole. (e) Set forth on Schedule II hereto is a list of all Liens (other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation than Liens created pursuant to the consolidated financial condition Pledge Agreement) of the Parent Company and its consolidated Subsidiaries at September 30existing on the date hereof, 2001to the extent any such Lien secures Indebtedness in an aggregate principal or face amount which equals or exceeds (or may equal or exceed) $5,000,000. Liens of the Company and its Consolidated Subsidiaries existing on the date hereof and not set forth on Schedule II secure Indebtedness in an aggregate principal or face amount not exceeding $30,000,000. (f) Set forth on Schedule III hereto is a list of all Indebtedness (other than Indebtedness created pursuant to this Agreement) of the Company and its Subsidiaries on the date hereof, to the extent that any such Indebtedness has an aggregate principal or face amount which equals or exceeds (or may equal or exceed) $5,000,000. Indebtedness of the Company and its Consolidated Subsidiaries existing on the date hereof does not exceed an aggregate principal or face amount of $165,000,000.

Financial Condition. The consolidated balance sheet sheets of the Parent and its consolidated Subsidiaries as at December September 30, 2000 1997 and September 30, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on each such date, reported on by KPMG L.L.P. Peat Marwick, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such March date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year six-month period then endedended (subject in each case to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.,

Financial Condition. (a) The consolidated unaudited pro forma balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December September 30, 2000 and 2005 (including the related consolidated statements of income and of cash flows for notes thereto) (the fiscal year ended on such date“Pro Forma Balance Sheet”), reported on by KPMG L.L.P. 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 financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year 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 such the aforementioned firm of accountants and as disclosed therein). . (c) The unaudited consolidated and consolidating balance sheet sheets of the Parent and its consolidated Subsidiaries Borrower as at of September 30, 2001 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 unaudited consolidated and consolidating statements of income and consolidated statements of cash flows for the fiscal quarter and the year-to-date ended on such datedates, certified by a Responsible Officerin each case, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated and consolidating financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of their its operations and their its consolidated cash flows for the quarter respective fiscal period then ended (subject to normal year-year end audit adjustments). Neither All such financial statements, including the Parent nor any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (d) The Borrower and its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001this Section 4.1.

Financial Condition. (a) The consolidated unaudited pro forma balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December September 30, 2000 and 2003 (including the related consolidated statements of income and of cash flows for notes thereto) (the fiscal year ended on such date“Pro Forma Balance Sheet”), reported on by KPMG L.L.P. 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, 2003, 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, 2002, 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 financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year 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 such the aforementioned firm of accountants and as disclosed therein). . (c) The unaudited consolidated and consolidating balance sheet sheets of the Parent and its consolidated Subsidiaries Borrower as at of September 30, 2001 2003, 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 unaudited consolidated and consolidating statements of income and consolidated statements of cash flows for the fiscal quarter and the year-to-date ended on such datedates, certified by a Responsible Officerin each case, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated and consolidating financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of their its operations and their its consolidated cash flows for the quarter respective fiscal period then ended (subject to normal year-year end audit adjustments). Neither All such financial statements, including the Parent nor any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (d) The Borrower and its consolidated Subsidiaries had, at September 30, 2001, 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 permitted hereunder or unusual forward or long-term commitmentcommitments, including, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent audited financial statements or referred to in the notes theretothis Section 4.1. During the period from September 30December 31, 2001 2002 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. (a) The consolidated audited balance sheet sheets of the Parent Company and its consolidated Subsidiaries as at December 3031, 2000 1995 and December 31, 1996 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by KPMG L.L.P. Arthur Andersen LLP, copies of which have heretofore been furnished heretof▇▇▇ ▇▇e▇ ▇▇▇▇▇▇hed to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Parent Company and its consolidated Subsidiaries as at such datedates, 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, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at September April 30, 2001 1997 and the related unaudited consolidated statements of income operations and of cash flows for the quarter ended on such datefour-month period then ended, certified by a Responsible OfficerOfficer of the Company, copies of which have heretofore been furnished to each Lender, have been prepared present fairly in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition position of the Parent Company and its consolidated Subsidiaries as at such date, date and the consolidated results of their operations and their consolidated cash flows for the quarter four- month period then ended (subject to normal year-end audit adjustments). Neither Such financial statements, including the Parent nor any of 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 had, did not have at September 30, 2001the date of such balance sheet, any material Guarantee 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 swap or exchange transaction, which is not reflected in the foregoing statements such balance sheet or in the notes theretothereto or in the notes to the Company's audited financial statements. During the period from September 30December 31, 2001 1996 to and including the date hereof there has been Closing Date, no sale, transfer dividends or other disposition by distributions have been declared, paid or made upon the Parent Capital Stock of the Company or any of its consolidated Subsidiaries nor has any of the Capital Stock of the Company or any material part of its business consolidated Subsidiaries been redeemed, retired, purchased or property and no purchase otherwise acquired for value by the Company or other acquisition any of any business or property its consolidated Subsidiaries, respectively, except as disclosed in the Form S-4. (including any capital stock of any other Personc) material in relation to the The unaudited consolidated financial condition pro forma balance sheet of the Parent Company and its consolidated Subsidiaries, as of April 30, 1997, certified by a Responsible Officer of the Company (the "Pro Forma Balance Sheet"), copies of which have been furnished to each Lender, is the unaudited balance sheet of the Company and its consolidated Subsidiaries at September adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Merger and each of the transactions contemplated by the Merger Agreement, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of the Bridge Subordinated Debt or the Permanent Subordinated Debt and all other Indebtedness that the Company and its consolidated Subsidiaries expect to incur, and the payment of all amounts the Company and its consolidated Subsidiaries expect to pay, in connection with the Merger. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company as of the date of delivery thereof and reflects on a pro forma basis the financial position of the Company and its consolidated Subsidiaries as of April 30, 20011997, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of April 30, 1997.

Financial Condition. The Borrower has heretofore furnished to each of the Lenders the following financial statements: CREDIT AGREEMENT (i) consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 1996 and the related consolidated statements of income income, retained earnings and of cash flows of the Borrower and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Ernst & Young LLP, (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 1997 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the three-month period ended on such date, (iii) pro forma consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, reported on by KPMG L.L.P. copies 1997, adjusted to give effect to the consummation of which have heretofore been furnished the Acquisition and the financings contemplated in connection therewith as if such transactions had occurred as of such dates, and (iv) projections of consolidated statements of income and cash flows of the Borrower and its Subsidiaries through 2000, all after giving effect to each Lender, the Acquisition. The financial statements described in clauses (i) and (ii) above are complete and correct in all material respects and fairly present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries or ▇▇▇▇▇▇▇▇▇ Group and its Subsidiaries, as at such datethe case may be, and the consolidated results of their respective operations and their consolidated cash flows for the fiscal year then ended. All and three-month period ended on said dates (subject, in the case of 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries statements as at September 30March 31, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject 1997 to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Neither The pro forma balance sheet referred to in clause (iii) above reflects the Parent nor any proper application (based on reasonable estimates) of pro forma adjustments after giving effect to the Acquisition. The projections referred to in clause (iv) above are based on reasonable estimates. None of the Borrower and its consolidated Subsidiaries had, at September 30, 2001, has on the Effective Date (after giving effect to the Visual Action Acquisition and the other transactions contemplated to occur on such date) any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in said balance sheets as at said dates and except for liabilities with respect to the Visual Action Acquisition as set forth in the foregoing statements or in Visual Action Acquisition Documents. Except for the notes thereto. During Visual Action Acquisition to be consummated on the period from September 30Effective Date, 2001 to and including the date hereof since December 31, 1996, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material adverse change in relation to the consolidated CREDIT AGREEMENT financial condition condition, operations, business, assets, liabilities or prospects taken as a whole of the Parent Borrower and its consolidated Subsidiaries from that set forth in (x) the financial statements referred to in clause (i) above as at September 30said date and (y) from and after the delivery thereof, 2001the financial statements referred to in Section 9.01(d) as at said date.

Financial Condition. The (a) Each of (i) the audited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at dated December 3031, 2000 2014 and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the fiscal year Fiscal Year ended on such datethat date and (ii) the unaudited interim consolidated and consolidating balance sheet of the Defined Financial Group dated December 31, reported on by KPMG L.L.P. copies 2014 and the related unaudited consolidated and consolidating statements of which have heretofore been furnished to each Lenderincome, shareholders’ equity and cash flows for the twelve fiscal months then ended: (A) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and (B) present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries or the Defined Financial Group, as at such dateapplicable, as of the dates thereof 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 covered thereby. (except as approved by such accountants and as disclosed therein). b) The pro forma unaudited consolidated balance sheet of the Defined Financial Group dated December 31, 2014 delivered on the Closing Date was prepared by Parent and its consolidated Subsidiaries as at September 30giving pro forma effect to the funding of the Loans, 2001 and was based on the related unaudited consolidated statements and consolidating balance sheets of income the Defined Financial Group dated December 31, 2014, and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been was prepared in accordance with GAAP GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934c) Since December 31, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof 2014 there has been no saleMaterial 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, transfer including the financial performance projections delivered on or other disposition prior to the Closing Date, represent the Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period 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 periods covered by such projections may differ from the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001projected.

Financial Condition. (a) Other than as specifically disclosed in Schedule 6.03, there has been no change or event that would reasonably be expected to result in a Material Adverse Effect. The Borrower has no current intention to file for bankruptcy and the Borrower, acting reasonably, and after due analysis and deliberation, is reasonably confident that it and each Guarantor can continue as a going concern. (b) The Borrower has furnished to the Lender copies of (i) the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal year ending December 31, 2006, and the related audited consolidated statements of operations, cash flows and shareholders’ equity for the fiscal year ending on such dates, with the opinion thereon of DeLoitte & Touche LLP, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for the fiscal quarter ending March 31, 2007, and the related unaudited consolidated statements of operations, cash flows and shareholders’ equity of the Borrower and its consolidated Subsidiaries for the period of the fiscal quarter ending on such date. Such financial statements (including in each case related schedules and notes) present fairly, in all material respects and in accordance with GAAP consistently applied throughout the periods involved, the consolidated financial position of the Parent and its consolidated Subsidiaries as at December 30, 2000 their respective dates and the related consolidated statements results of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, operations and the consolidated results of their operations and their consolidated cash flows flow for the fiscal year then ended. All such financial periods (subject, as to interim 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to changes resulting from normal year-end audit adjustments). Neither The Borrower has no reason to believe that the Parent nor any of its consolidated Subsidiaries hadaudited financial statements included in the Borrower’s annual report on Form 10-K for the year ending December 31, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes2006, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected the unaudited financial statements included in the foregoing statements Borrower’s quarterly report on Form 10-Q for the quarter ending March 31, 2007, cannot or in the notes should not be relied upon or that material changes, restatements or adjustments will be required thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The consolidated audited balance sheet sheets of the Parent Holdings and its consolidated Subsidiaries as at December 3031, 2000 1995 and December 31, 1996 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on each such datedates, reported on audited by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Parent Holdings and its consolidated Subsidiaries as at such datedates, 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, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither Holdings nor any of its consolidated Subsidiaries had, at the date of each balance sheet referred to above, any material Contingent Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated balance sheet of the Parent Holdings and its consolidated con- solidated Subsidiaries as at September 30, 2001 1997 and the related unaudited consolidated statements of income operations and of cash flows for the quarter ended on such datenine-month period then ended, certified by a Responsible OfficerOfficer of the Company, copies of which have heretofore been furnished to each Lender, have been prepared present fairly in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act financial position of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent Holdings and its consolidated Subsidiaries as at such date, date and the consolidated results of their operations and their consolidated cash flows for the quarter nine-month period then ended (subject to normal year-end audit adjustments). Neither Such financial statements, including the Parent nor any of related schedules and notes thereto, have been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein). Holdings and its consolidated Subsidiaries had, did not have at September 30, 2001the date of such balance sheet, any material Guarantee 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 swap or exchange transaction, which is not reflected in the foregoing statements such balance sheet or in the notes theretothereto or in the notes to Holdings' audited financial statements. During the period from September 30December 31, 2001 1996 to the Closing Date, and including except for (i) payments to be made to effect the date hereof there has been Recapitalization and (ii) matters disclosed in the Offering Memorandum or the Recapitalization Agreement, no sale, transfer dividends or other disposition by distributions have been declared, paid or made upon the Parent Capital Stock of Holdings or any of its consolidated Subsidiaries nor has any of the Capital Stock of Holdings or any material part of its business consolidated Subsidiaries been redeemed, retired, purchased or property otherwise acquired for value by Holdings or any of its consolidated Subsidiaries, respectively. (c) The unaudited consolidated PRO FORMA balance sheet of Holdings and no purchase or other acquisition its consolidated Subsidiaries, as of any business or property September 30, 1997, certified by a Responsible Officer of Holdings (including any capital stock the "PRO FORMA BALANCE SHEET"), copies of any other Person) material in relation which have been furnished to each Lender, is the consolidated financial condition unaudited balance sheet of the Parent Holdings and its consolidated Subsidiaries at adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Recapitalization and each of the transactions contemplated by the Recapitalization Agreement, (ii) the incurrence of the Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and (iii) the incurrence of the Bridge Subordinated Debt or the Permanent Subordinated Debt and all other Indebtedness that Holdings and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and its consolidated Subsidiaries expect to pay, in connection with the Recapitalization. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to Holdings as of the date of delivery thereof and reflects on a PRO FORMA basis the financial position of Holdings and its consolidated Subsidiaries as of September 30, 20011997, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of September 30, 1997.

Financial Condition. (a) The consolidated Pro Forma Financial Statements have been prepared in good faith based on the information available to the Borrower as of the date of delivery thereof and assumptions believed by the Borrower to be reasonable when made and at the time so furnished, and the pro forma balance sheet as of September 30, 2015 included therein present fairly in all material respects on a Pro Forma Basis the Parent estimated financial position of Borrower and its consolidated Subsidiaries as at of such date, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 3031, 2000 2013 and December 31, 2014, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. 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 Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheets of the Borrower and its Subsidiaries as of March 31, 2015, June 30, 2015 and September 30, 2015, and the related consolidated statements of income and of cash flows for the fiscal quarters ended on such dates, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal quarters then ended (in each case, subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent therein and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-year end audit adjustmentsadjustments in the case of unaudited financial statements). Neither No Group Member has, as of the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Closing Date, any material Guarantee ObligationObligations, material contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements referred to in this paragraph or have been incurred after the date of such financial statements in the notes theretoordinary course of such Group Member’s business that, in the case of material contingent liabilities, have not been disclosed to the Lenders. During the period from September 30December 31, 2001 2014 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (i) The consolidated audited Consolidated balance sheet of the Parent TPH and its consolidated Subsidiaries as at December 3031, 2000 2022 and the related consolidated audited Consolidated statements of income and of cash flows for the fiscal year ended on such dateFiscal Year, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified accompanied by a Responsible Officerreport from BDO USA, LLP, copies of which have heretofore been furnished to each the Initial Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly in all material respects the consolidated Consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such date, date 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 quarter then ended (respective periods indicated, in all material respects, subject in the case of any such financial statements that are unaudited, to normal year-end audit adjustments), none of which shall be material. Neither TPH and its Subsidiaries did not have, as of the Parent nor any date of its consolidated Subsidiaries hadthe latest financial statements referred to above, at September 30, 2001and 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to thereto and including the date hereof there has been no sale, transfer or other disposition by the Parent or that in 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 TPH and its Subsidiaries. (iii) 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 Parent and its consolidated Subsidiaries at September 30closing date. Although TPH is the reporting entity, 2001Borrower will still need to deliver those financials to Agent.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 2019 and December 31, 2020 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent BSX and its consolidated Subsidiaries as at December 3031, 2000 2015 and December 31, 2014 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBuyer and Lenders, are complete and correct and present fairly the consolidated financial condition of BSX as at such dates, and the Parent consolidated results of its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at September 30, 2016 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 statements of operations and of cash flows for the fiscal period ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year‑end audit adjustments) the consolidated financial condition of BSX and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of BSX, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent BSX nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 2018 and December 31, 2017 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent BSX and its consolidated Subsidiaries as at December 3031, 2000 2006 and December 31, 2005 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBuyer and Lenders, are complete and correct and present fairly the consolidated financial condition of BSX as at such dates, and the Parent consolidated results of its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of BSX and its consolidated Subsidiaries as at September 30, 2007 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 statements of operations and of cash flows for the fiscal period ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of BSX and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or an Authorized Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of BSX, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent BSX nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 2023 and December 31, 2024 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. ▇▇▇▇▇ & ▇▇▇▇▇ LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at each of December 3031, 2000 20192022 and December 31, 20202023 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. ▇▇▇▇▇ & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, certified by 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated such quarterly financial condition statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30the date of the most recent balance sheet referred to above, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The consolidated Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date in the case of the balance sheet sheets and the beginning of the period presented in the case of the statements of income and cash flows) 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 information available to the Borrowers as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of the Parent and its consolidated Subsidiaries as of December 31, 2019 assuming that the events specified in the preceding sentence had actually occurred at such date in the case of the balance sheets and at the beginning of the period presented in the case of the statements of income and cash flows (b) The audited consolidated balance sheets of the Parent (or its predecessor) and its Subsidiaries as of December 3031, 2000 2018 and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Parent and its Subsidiaries as at December 31, 2019, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-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 with respect to audited financial statements as approved by such the aforementioned firm of accountants and as disclosed therein). The ) subject in the case of unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to changes resulting from normal year-end audit adjustments)adjustments and the absence of footnotes. Neither No Group Member has, as of the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Closing Date, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2018 to and including the date hereof hereof, there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The estimated consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at June 30, 2001 (including the notes thereto) (the "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 consummation of the Acquisitions, (ii) the Loans to be made hereunder 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 the Borrower as of the date of delivery thereof, and constitutes a reasonable estimate on a pro forma basis of the financial position of Borrower and its consolidated Subsidiaries as at June 30, 2001, 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 3031, 2000 and December 31, 1999, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower (and its consolidated Subsidiaries) as at June 30, 2001, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year six-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein)involved. The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2000 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent or any of Borrower and its consolidated Subsidiaries of any material part of its business or property Property. (c) To the best of the Borrower's knowledge, the audited balance sheets of the Acquired Assets as at December 31, 2000, and no purchase or other acquisition December 31, 1999, and the related consolidated statements of any business or property (including any capital stock income and of any other Person) material in relation cash flows for the fiscal years ended on such dates, will, when delivered to the Administrative Agent pursuant to Section 6.1(c), present fairly the consolidated financial condition of the Parent Acquired Assets as at such dates, and the consolidated results of its operations and its consolidated Subsidiaries cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Acquired Assets as at September June 30, 2001, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, will, when delivered to the Administrative Agent pursuant to Section 6.1(c), present fairly the consolidated financial condition of the Acquired Assets as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, will be prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein).

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 Parent 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 Subsidiaries as at the Funding Date, assuming 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 3031, 2000 2018, and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of the Parent Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 2018, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed thereintherein and except for the lack of footnotes with interim statements). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001this paragraph.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at of December 3031, 2000 2019, 2020 and 2021, and the related consolidated statements of income and of income, cash flows and stockholders’ equity for the fiscal year years ended on such datedates, reported on by and accompanied by an unqualified report from KPMG L.L.P. copies of which have heretofore been furnished to each LenderInternational Limited, present fairly in all material respects the consolidated financial condition of the Parent Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2022 and the related consolidated statements of income, cash flows and stockholders’ equity for the three-month period then ended present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year three-month period then endedended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30March 31, 2001 2022 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Parent 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 property. (including any capital stock of any other Personb) material in relation [Reserved]. (c) The Borrower has heretofore furnished to the Lenders, with respect to EMICO and its consolidated Subsidiaries, copies of the annual Statutory Statements as of December 31, 2019, 2020 and 2021 for the fiscal years then ended, and copies of the quarterly Statutory Statements as of March 31, 2022, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of 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 prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with the applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the Parent EMICO and its consolidated Subsidiaries at September 30covered thereby as of the respective dates thereof and the results of operations, 2001changes in capital and surplus and cash flow of the EMICO and its consolidated Subsidiaries covered thereby for the respective periods then ended.

Financial Condition. The (a) Each of the audited consolidated balance sheet of the Parent Company and its consolidated Subsidiaries as at December 30dated January 31, 2000 1997, and the related consolidated statements of income or operations, shareholders' equity and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such that date, and the audited balance sheet of CSI dated September 30, 1996, and the related consolidated results statements of their operations income or operations, shareholders' equity and their consolidated cash flows for the fiscal year then ended. All such ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial statementscondition of the Company and its Subsidiaries as of the date thereof and 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 related schedules Company during this period. (c) The financial projections for the Company and notes theretoits 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 Company and its Subsidiaries immediately prior to and immediately after the consummation of the CSI Acquisition, with reclassification adjustments, delivered to the Agent fairly present the financial condition of the Company and its Subsidiaries as of the date thereof as if the transactions contemplated by the CSI Acquisition Documents had occurred on the Closing Date and have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.applied;

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, in each case reported on by KPMG L.L.P. copies of which have heretofore been furnished to each LenderDeloitte & Touche LLP, and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, date and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2005 and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments and the omission of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries Except as at September 30set forth on Schedule 4.1, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2004 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent or any of its consolidated Subsidiaries Group Member of any material part of its business their respective businesses or property and no purchase or other acquisition of any business or property properties. (b) The detailed consolidated budget for each fiscal year through 2010 (including any capital stock a projected consolidated balance sheet of any other Person) material the Borrower and its Subsidiaries as of the end of each fiscal year through 2010, the related consolidated statements of projected cash flow, projected changes in relation financial position and projected income and a description of the underlying assumptions applicable thereto), and significant revisions, if any, of such budget and projections with respect to such fiscal year of the Borrower through the 2010 fiscal year (collectively, the “Projections”), are based on reasonable estimates, information and assumptions and, to the consolidated financial condition knowledge of the Parent and its consolidated Subsidiaries at September 30Borrower, 2001are not incorrect or misleading in any material respect.

Financial Condition. The 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 (7) Business Days prior to Closing consolidated balance sheet financial statements of the Parent OIC and its consolidated Subsidiaries Subsidiaries, which are collectively attached hereto as at December 30, 2000 Schedule 4 consisting of (i) audited balance sheets and the related consolidated statements of income and of cash flows for the fiscal year years ended on such dateDecember 31, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender1997 through 1999, present fairly (the consolidated financial condition of "Financial Statements", the Parent and its consolidated Subsidiaries as at such datelatest audited balance sheet being the "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"). All such financial statements, The Financial Statements and the Latest 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 (except covered thereby and shall bear an unqualified opinion from the auditors. Except as approved by such accountants explained in the notes thereto, the Audited Financial Statements and as disclosed therein). The unaudited consolidated balance sheet Latest Financial Statements fairly present the financial condition, assets, liabilities, equity and results of the Parent operations of OIC and each of its consolidated Subsidiaries as at September 30of their respective dates and periods, 2001 are and the related unaudited consolidated statements of income will be correct and of cash flows for the quarter ended on such datecomplete in all material respects, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, and have been and will be prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) generally accepted accounting principles applied consistently on a consistent basis throughout the periods involved. OIC has obtained or will obtain a written consent by the Closing from the auditor (the "Auditor Consent") to include their opinion on the Financial Statements in order to comply with MRV's necessary filing with the SEC. 5.3.2 The inventories of each of OIC and its Subsidiaries are not obsolete or damaged, are fit for their particular use, and present fairly are not defective, such that they are of a quantity and quality usable or saleable in the consolidated financial condition ordinary course of the Parent business of OIC and its consolidated Subsidiaries for the amounts reflected on the Latest Balance Sheet, 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 complete list of the addresses of all warehouses or other facilities in which inventories of each of OIC and its Subsidiaries are located as at such dateof the date hereof. 5.3.3 The accounts receivable of each of OIC and its Subsidiaries are valid receivables, collectible to the extent of the excess thereof over any reserves set forth on the Latest Balance Sheet, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (are subject to normal yearno defenses, counterclaims or set-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001offs.

Financial Condition. (a) The audited consolidated and ------------------- consolidating balance sheet of the Parent ASI and its consolidated Subsidiaries as at December 30March 31, 2000 1997 and the related consolidated and consolidating statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Coopers & ▇▇▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated and consolidating financial condition of the Parent ASI and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated and consolidating cash flows for the fiscal year then ended. The unaudited consolidated and consolidating balance sheet of ASI and its consolidated Subsidiaries as at June 30, 1997 and the related unaudited consolidated and consolidating statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated and consolidating financial condition of ASI 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 three-month period then ended (subject to normal year-end audit adjustments and the absence of certain notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent ASI nor any of its consolidated Consolidated Subsidiaries had, at September 30, 2001the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30March 31, 2001 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Parent ASI 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 and consolidating financial condition of the Parent ASI and its consolidated Subsidiaries at September 30March 31, 20011997. (b) The pro forma consolidated and consolidating balance sheet of ASI and its Consolidated Subsidiaries as of a date satisfactory to the Lenders are complete and correct and present fairly the consolidated and consolidating pro forma financial condition of ASI and its Consolidated Subsidiaries as at such date after giving effect, on a pro forma basis, to (i) the McLagan Acquisition, (ii) the financing thereof and (iii) the payment of related fees and expenses, as if such events had occurred on such date. Such balance sheet was prepared based on good faith assumptions and on the best information available to ASI as of the date of delivery thereof and fairly presents on a pro forma basis the --- ----- Consolidated financial position of ASI and its Consolidated Subsidiaries as at such date, as adjusted, as described above, assuming such events had occurred at such date. The balance sheets, income statements and cash flow projections of ASI and its Consolidated Subsidiaries for the fiscal years ending March 31, 1998 through March 31, 2003 have been prepared on the basis of sound financial planning practice and are complete and not misleading in any material respect.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 and December 31, 1999 and the related consolidated statements of income operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2001 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 statements of operations and of cash flows for the 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 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 period then ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated quarterly financial statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by 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 and Exchange Act of 19341933. Accordingly, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition such quarterly statements do not include all of the Parent information and its consolidated Subsidiaries as at such datefootnotes required by GAAP for complete financial statements. In the opinion of the Borrower, and the consolidated results all adjustments (consisting only of their operations and their consolidated cash flows normal recurring accruals) considered necessary for the quarter then ended (subject to normal year-end audit adjustments)a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent 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. 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). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30March 31, 2001 1998, 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 statements of income and of cash flows for the quarter fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities are complete and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter fiscal period then ended ended. All such annual financial statements, including the related schedules and notes thereto, were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (subject 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 year-end audit adjustments)recurring accruals) considered necessary for a fair presentation have been included. Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the 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, 35 30 without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 2000 2003 (including the notes thereto) (the "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 and the Senior Subordinated Notes to be issued 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 December 31, 2003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by an unqualified report from KPMG L.L.P. copies of which have heretofore been furnished to each LenderLLP, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 2003 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. (a) The consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at December 30March 28, 2000 1998 and the related 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 KPMG L.L.P. Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows changes in financial position 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 and as disclosed therein). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30December 26, 2001 1998 and the related unaudited consolidated statements of income and retained earnings and of cash flows changes in financial position for the quarter nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities are complete and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, correct and present fairly the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows changes in financial position for such period. All such financial statements, including the quarter then ended related schedules and notes to all such financial statements, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year-end audit adjustmentsexcept as concurred in by such accountants or Responsible Officers, as the case may be, and as disclosed therein). Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability liabilities or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During thereto (and, in the period from September 30case of such lease or commitment, 2001 which is required in accordance with GAAP to and including the date hereof there be reflected in such statements or notes) or which has not otherwise been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation disclosed to the Lenders in writing. 50 45 (b) The consolidated projected pro forma balance sheet of the Borrower and its Subsidiaries as at April 3, 1999, adjusted to give effect to the Tender Offer and the Compulsory Acquisition or the Second-Step Transaction, as the case may be, presents fairly on a pro forma basis the financial condition of the Parent Borrower and its consolidated Subsidiaries as at September 30such date after giving effect to the Tender Offer and the Compulsory Acquisition or the Second-Step Transaction, 2001as the case may be and was prepared in good faith on assumptions deemed reasonable at the time made.

Financial Condition. (a) The audited consolidated balance sheet of the Parent American Tire and its consolidated Subsidiaries as at December 30Fiscal Year end 2002, 2000 2003 and 2004, and the related consolidated statements of income and of cash flows for the fiscal year Fiscal Year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Parent Borrowers and its their consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year 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 such accountants and as disclosed therein). b) The unaudited consolidated pro forma balance sheet of the Parent American Tire and its consolidated Subsidiaries as at September 30, 2001 and of Fiscal Year 2004 end (the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer“Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, have been is the unaudited balance sheet of the Borrowers and their consolidated Subsidiaries adjusted to give effect (as 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 issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date and all Indebtedness that the Borrowers and their consolidated Subsidiaries expect to incur, and the payment of all amounts the Borrowers and their consolidated Subsidiaries expect to pay, in connection with the Closing Transactions and Debt Redemption. The Pro Forma Balance Sheet, together with the notes thereto, was prepared based on good faith assumptions in accordance with GAAP (except and is based on the best information available to the Borrowers as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent date of delivery thereof and its reflects on a pro forma basis the financial position of the Borrowers and their consolidated Subsidiaries as at such dateof Fiscal Year 2004 end, and as adjusted, as described above, assuming that the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected events specified in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any preceding sentence had actually occurred as 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 Parent and its consolidated Subsidiaries at September 30, 2001Fiscal Year 2004 end.

Financial Condition. (a) The audited consolidated balance sheet of the Parent and its consolidated Consolidated Subsidiaries as at of December 3031, 2000 2015, the related consolidated statement of income, partners’ equity and cash flow of the Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Parent and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheets of the Parent and its Consolidated Subsidiaries dated March 31, 2016 and the related consolidated statements of income or operations, partners’ equity and of cash flows flow for the fiscal year quarter ended on such datethat date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderexcept as otherwise expressly noted therein, and (ii) fairly present fairly the consolidated financial condition of the Parent and its consolidated Consolidated Subsidiaries as at such date, of the date thereof and the consolidated their results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statementsperiod covered thereby, including subject to the related schedules absence of footnotes 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). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither adjustment. (c) Since the Parent nor any of its consolidated Subsidiaries hadPetition Date, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof (i) there has been no saleevent, transfer development or other disposition by the Parent circumstance that has had or any of its consolidated Subsidiaries of any material part of its business or property could reasonably be expected to have a Material Adverse Effect, and no purchase or other acquisition of any business or property (including any capital stock of any other Personii) material in relation subject to the consolidated financial condition entry of the DIP Order, the business of Parent and its consolidated Subsidiaries at September 30, 2001the other Loan Parties have been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2002 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made and the Senior Notes to be issued 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 March 31, 2002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 3031, 2000 and December 31, 2001, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by an unqualified report from KPMG L.L.P. copies of which have heretofore been furnished to each LenderLLP, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which do not have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001Property.

Financial Condition. (a) The consolidated balance sheet 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 Parent 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 3031, 2000 2017, assuming that the events specified in the preceding sentence have actually occurred. (b) The audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2016, and the related consolidated statements statement of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG L.L.P. copies of which have heretofore been furnished to each LenderUS, LLC, present fairly in all material respects the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the fiscal year then ended. The unaudited, internally prepared consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2018, and the related unaudited, internally prepared consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet No Group Member has, as of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001Closing 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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). During the period from September 30December 31, 2001 2016 to and including the date hereof hereofClosing Date, there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.

Financial Condition. (a) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at December 3031, 1998, December 31, 1999 and December 31, 2000 and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. and accompanied by an unqualified report from Ernst & Young, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2001, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently consistently, in all material respects, throughout the periods involved (except as approved by such the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent Borrower nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing most recent financial statements referred to in this paragraph or in the notes footnotes thereto. During the period from September 30December 31, 2001 2000 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Parent Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property property. (including any capital stock of any other Personb) material in relation to the The unaudited PRO FORMA consolidated financial condition balance sheet of the Parent Borrower and its consolidated Subsidiaries at September 30December 31, 2001 (excluding the footnote disclosures required by GAAP) (the "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 consummation of the Offering, (ii) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby 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 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 Borrower and its consolidated Subsidiaries as at December 31, 2001, assuming that the events specified in the preceding sentence had actually occurred at such date.

Financial Condition. (a) (i) The audited consolidated balance sheet sheets of Ply Gem Holdings as of December 31, 2017 and December 31, 2016 and related consolidated statements of operations, stockholder’s equity and cash flows of Ply Gem Holdings for the Parent fiscal years ended December 31, 2017, December 31, 2016 and its consolidated Subsidiaries December 31, 2015 reported on by and accompanied by unqualified reports from KPMG LLP, present fairly, in all material respects, the financial condition as at such dates, and the statements of operations, stockholder’s equity and cash flows of Ply Gem Holdings for the periods then ended, of Ply Gem Holdings and (ii) (x) the audited consolidated balance sheets of Atrium Corporation as of December 3031, 2000 2017 and December 31, 2016 and the related consolidated statements of income operations, stockholder’s deficit and of cash flows of Atrium Corporation for the fiscal year years ended on such dateDecember 31, 2017 and December 31, 2016 and (y) the audited consolidated balance sheets of Atrium Corporation as of December 31, 2016 and December 31, 2015 and the related consolidated statements of operations, stockholder’s deficit and cash flows of Atrium Corporation for the fiscal years ended December 31, 2016 and December 31, 2015, in each case reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lenderand accompanied by unqualified reports from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such datedates, and the consolidated results statements of their operations operations, stockholder’s deficit and their consolidated cash flows of Atrium Corporation for the fiscal year periods then ended, of Atrium Corporation. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by such accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies and disclosed in any such schedules and notes). (b) As of the Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which have heretofore been furnished would reasonably be expected to each Lenderresult in a Material Adverse Effect. (c) The unaudited pro forma consolidated balance sheet and related unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries as of and for the 12-month period ending December 31, 2017, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and at the beginning of such period, for purposes of the statement of operations), to the consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date, were prepared from the historical financial statements of Ply Gem Holdings and Atrium Corporation and were prepared in good faith, based on assumptions that were believed by management to be reasonable at the time of preparation thereof. (d) The Projections have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition management of the Parent and its consolidated Subsidiaries as Borrower in good faith based upon assumptions believed by management to be reasonable at the time of preparation thereof (it being understood that such dateProjections, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject assumptions on which they were based, may or may not prove to normal year-end audit adjustmentsbe correct). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Parent and its consolidated Subsidiaries at September 30, 2001.

Financial Condition. (a) The audited consolidated and unaudited consolidating balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at of December 3031, 2000 1996, and the related audited consolidated and unaudited consolidating statements of income earnings and statements of cash flows of the Borrower and its Subsidiaries for the fiscal year years ended on such dateDecember 31, reported on by KPMG L.L.P. copies of which 1995 and December 31, 1996 have heretofore been furnished to each Lender, present fairly . Such financial statements (including the notes thereto) (i) with respect to the consolidated financial condition of statements only, have been audited by a nationally recognized accounting firm reasonably acceptable to the Parent and its consolidated Subsidiaries as at such dateAgent, 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, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except 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 approved by of such accountants dates and as disclosed therein)for such periods. The unaudited consolidated interim balance sheet sheets of the Parent Borrower and its consolidated Subsidiaries as at September 30the end of, 2001 and the related unaudited consolidated interim statements of income earnings and of cash flows for, each quarterly period ended after March 31, 1997 and prior to the Closing Date for the quarter ended on such date, certified by a Responsible Officer, copies of which financial information is available have heretofore been furnished to each Lender, . Such interim financial statements for each such period (i) have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) consistently applied consistently throughout the periods involvedcovered thereby, except for the absence of footnotes, and (ii) present fairly in all material respects the consolidated and consolidating financial condition condition, results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as at of such datedates and for such periods, and the consolidated results of their operations and their consolidated cash flows except for the quarter then ended (subject to normal year-end recurring annual audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30December 31, 2001 1996 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Parent 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 of any other Person) material in relation to the consolidated financial condition of the Parent 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 September 30as of the dates thereof. (b) As of the Closing Date, 2001.the Credit Parties do not have any material liabilities, actual or contingent, or Preferred Stock except (i) as disclosed in the most recent interim balance sheet referred to in subsection (a) above, (ii) for items disclosed in SCHEDULE 5.1,

Financial Condition. (a) The unaudited consolidated balance sheet of the Parent LCS and its consolidated Subsidiaries as at December 30May 31, 2000 1997 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. a Responsible Officer, copies of which have heretofore been furnished to each the Lender, are complete and correct and present fairly the consolidated financial condition of LCS and its consolidated Subsidiaries as at such date, and the consolidated results of their operations 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). (b) The unaudited combined balance sheet of the Parent and its consolidated Subsidiaries as at November 30, 1996 and the related combined statements of income, operations, retained earnings and cash flows for the fiscal year ended on such date and its financial statements of income and operations for the six-month period ended May 31, 1997, reported on by a Responsible Officer, all in the form as set forth in the Registration Statement, which have been prepared to reflect the Parent and its Subsidiaries as a separate combined group for such period, and have been extracted from the financial statements of Prior Parent using Prior Parent's historical results of operation and historical results of operation and historical cost basis of its assets and liabilities which are used in the businesses being operated by the Parent and its Subsidiaries; copies of which have heretofore been furnished to the Lender, are complete and correct and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal 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 a Responsible Officer, as the case may be, and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries . (c) Except as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not fully reflected in the foregoing financial statements referred to in Sections 3.1(a) and (b) or in Schedule 3, as of the Restructuring Effective Date, there are no liabilities or obligations with respect to Borrower of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually or in aggregate, are material to Borrower. Except as set forth in Schedule 3, as of the Effective Date, the Borrower knows of no basis for the assertion against the Borrower of any liability or obligation of any nature whatsoever that is not fully reflected in the financial statements referred to in Sections 3.1(a) or (b) which, either individually or in the notes thereto. During the period from September 30aggregate, 2001 could be expected to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Parent and its consolidated Subsidiaries at September 30, 2001have a Material Adverse Effect.

Financial Condition. The Holdings’ audited consolidated balance sheet of for its fiscal year ended December 31, 2005, included in Holdings’ most-recent Annual Report on Form 10-K filed by Holdings with the Parent and its consolidated Subsidiaries as at December 30SEC, 2000 and the related consolidated statements of income operations and of cash flows for the fiscal year ended on such date, reported on by KPMG L.L.P. copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout and fairly present in all material respects in accordance with GAAP the periods involved (except financial condition of Holdings and its consolidated subsidiaries as approved by of such accountants date and as disclosed therein). The the results of its operations and cash flows for such period and Holdings’ unaudited consolidated balance sheet of the Parent and for its consolidated Subsidiaries as at fiscal quarter ended September 30, 2001 2006, included in Holdings’ most-recent Quarterly Report on Form 10-Q filed by Holdings with the SEC, and the related unaudited consolidated statements of income operations and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lenderperiod then ended, have been prepared in accordance with GAAP and fairly present (except as permitted by Form 10-Q under subject to year- end audit adjustments) in all material respects in accordance with GAAP the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent Holdings and its consolidated Subsidiaries subsidiaries as at of such datedate and the results of its operations and cash flows for such period, and since the date of such September 30, 2006 balance sheet, there has been no Materially Adverse Change in such financial condition or operations, except for matters disclosed in (1) the financial statements referred to above, or (2) any subsequent report filed with the SEC on or prior to September 30, 2006. Borrower’s unaudited balance sheet for its fiscal year ended December 31, 2005, and the consolidated results related statements of their operations and their consolidated cash flows for the period then ended, previously furnished to the Lenders, have been prepared in accordance with GAAP and fairly present in all material respects in accordance with GAAP the financial condition of Borrower as of such date and the results of its operations and cash flows for such period and Borrower’s unaudited balance sheet for its fiscal quarter ended September 30, 2006, and the related statements of operations and cash flows for the period then ended ended, previously furnished to the Lenders, have been prepared in accordance with GAAP and fairly present (subject to normal year-end audit adjustments). Neither ) in all material respects in accordance with GAAP the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries 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 Borrower as of such date and the Parent results of its operations and its consolidated Subsidiaries at September 30, 2001cash flows for such period.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006 (the "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 due and payable 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 in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at March 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 3031, 2000 2004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG L.L.P. copies of which have heretofore been furnished and accompanied by an unqualified report with respect to each Lendersuch financial statements from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries Borrower as at such date, and the consolidated results of their its operations and their its consolidated cash flows for the respective fiscal year years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2006, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments 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 the aforementioned firm of accountants and as disclosed therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at September 30, 2001 and the related unaudited consolidated statements of income and of cash flows for the quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the quarter then ended (subject to normal year-end audit adjustments). Neither the Parent nor any of its consolidated Subsidiaries had, at September 30, 2001, 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, without limitation, including any interest rate or foreign currency swap or exchange transactiontransaction 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. During the period from September 30March 31, 2001 2006 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Parent 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 Parent and its consolidated Subsidiaries at September 30, 2001property.