Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, Borrowers have heretofore furnished to each of ------------------- the Lenders the following financial statements: (i) audited combined consolidated statements of income, retained earnings and cash flows of Mediacom California and Mediacom Arizona and their Subsidiaries for the fiscal year ended December 31, 1996, and the related combined balance sheet of Mediacom California and Mediacom Arizona and their Subsidiaries as at the end of such fiscal year; (ii) unaudited balance sheets of the CATV Systems being acquired pursuant to the Spring 1997 Acquisitions as at December 31, 1996 and the related unaudited statements of operations for the fiscal year ended on said date; and (iii) an unaudited pro forma combined balance sheet of the Borrowers and their Subsidiaries as at March 31, 1997, prepared under the assumption that the Spring 1997 Acquisitions were consummated on said date and that all of the transactions contemplated by Section 6.01 hereof had been effected on such date. All such financial statements are complete and correct and fairly present in all material respects the actual or pro forma (as the case may be) consolidated financial position condition of the Parent MLP and its Consolidated Subsidiaries respective entities as at said respective dates and the actual or pro forma (as the case may be) results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither . None of the Parent MLP Borrowers nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid pro forma balance sheet as at March 31, 1997. Since the date of the Financial StatementsDecember 31, (i) 1996, there has been no material adverse change in the combined financial condition, operations, business or affecting the business, assets, operations or financial condition prospects (x) of the Parent MLP Mediacom California and its Subsidiaries, Mediacom Arizona and their Subsidiaries taken as a whole from that set forth in said financial statements as at December 31, 1996 referred to in clause (exclusive i) above, (y) of changes resulting solely the CATV Systems (taken Credit Agreement ---------------- as a whole) to be purchased by Mediacom Delaware on or before the Effective Date from changes that set forth in the price of Hydrocarbons)said financial statements as at December 31, and 1996, referred to in clause (ii) the business above, or (z) of the Parent MLPBorrowers and their Subsidiaries taken as a whole from that set forth in said pro forma balance sheet as at March 31, the Borrower and the other Restricted Subsidiaries has been conducted only 1997 referred to in the ordinary course consistent with past business practicesclause (iii) above.

Financial Condition. (a) The Borrowers have heretofore furnished to each of the Banks the following: (i) audited the consolidated balance sheet of the Parent MLP AGFI and its Consolidated Subsidiaries as of December 31, 2016 2007 and the related consolidated statement statements of income, partners’ capital funds and cash flow flows of the Parent MLP AGFI and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and PricewaterhouseCoopers; and (ii) the unaudited consolidated balance sheet of AGFI and its Subsidiaries as of March 31, 2008 and the related consolidated statements of income and cash flows of AGFI and its Subsidiaries for the three-month period ended on said date. (iii) the consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of June 30December 31, 2017 2007 and the related consolidated statement statements of income, partners’ capital funds and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter year ended on said date, heretofore furnished to each with the opinion thereon of PricewaterhouseCoopers; and (iv) the unaudited consolidated balance sheet of the Lenders are complete Company and correct its Subsidiaries as of March 31, 2008 and fairly the related consolidated statements of income and cash flows of the Company and its Subsidiaries for the three-month period ended on said date. All such financial statements present fairly, in all material respects respects, the consolidated financial position of the Parent MLP AGFI and its Consolidated Subsidiaries or the Company and its Subsidiaries, as at said dates the case may be, and the consolidated results of its their operations and cash flows for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at the end of such fiscal quarter, to normal year-end audit adjustments), all in accordance conformity with GAAP, as applied on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsgenerally accepted accounting principles. Since the date of the Financial StatementsDecember 31, (i) 2007, there has been no material adverse change in or affecting the business, assetsconsolidated financial condition, operations or financial condition business taken as a whole of AGFI and its Subsidiaries or the Parent MLP Company and its Subsidiaries, taken as a whole (exclusive the case may be, from that set forth in said respective financial statements as of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicessaid date.

Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Parent MLP Borrower and its Consolidated Subsidiaries as of December 31, 2016 2006 and December 31, 2007 and the related consolidated statement statements of income, partnerscash flows and stockholders’ capital and cash flow equity of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years ended on said datedates, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said dateLLP, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said dates, all in accordance with GAAP, as applied on a consistent basis. (b) generally accepted accounting principles. Neither the Parent MLP Borrower nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said dates. (b) The consolidated balance sheets of the Financial StatementsBorrower and its Subsidiaries as of June 30, 2008 and the related consolidated statements of income, cash flows and stockholders’ equity of the Borrower and its Subsidiaries for the six-month period ended on said date, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Borrower and its Subsidiaries as at said date and the consolidated results of their operations for the six-month period ended on said date, all in accordance with generally accepted accounting principles. Neither the Borrower nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date. (ic) Since December 31, 2007, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Parent MLP Borrower and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of December 31, 2016 2003 and December 31, 2004 and the related consolidated statement statements of income, partnerscash flows and stockholders’ capital and cash flow equity of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years ended on said datedates, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said dateLLP, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said dates, all in accordance with GAAP, as applied on a consistent basis. (b) generally accepted accounting principles. Neither the Parent MLP Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said dates. (b) The consolidated balance sheets of the Financial StatementsCompany and its Subsidiaries as of June 30, 2005 and the related consolidated statements of income, cash flows and stockholders’ equity of the Company and its Subsidiaries for the six-month period ended on said date, heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the six-month period ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date. (ic) Since December 31, 2004, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Parent MLP Company and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of December 31, 2016 2013 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst UHY ▇▇▇▇ Frankfort ▇▇▇▇▇ & Young ▇▇▇▇ CPAs, LLP and (ii) consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June September 30, 2017 2014 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis. (b) Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Borrower (or following the Parent MLP IPO, the Parent MLP) and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Borrower (and following the Parent MLP IPO, the Parent MLP, the Borrower ) and the other its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Parent MLP each Loan Party and its Consolidated respective Subsidiaries as of December 31, 2016 2014, December 31, 2015 and December 31, 2016, and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years ended on said such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of each Loan Party and its respective Subsidiaries as at such date, with and the opinion thereon consolidated results of Ernst & Young LLP their operations and (ii) consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet sheets of the Parent MLP each Loan Party and its Consolidated respective Subsidiaries as of at March 31, 2017, June 30, 2017 and September 30, 2017, the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of flows for the Parent MLP Guarantor and its Consolidated Subsidiaries for the nine-month period ended September 30, 2017 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended on said dateSeptember 30, heretofore furnished to each of the Lenders are complete and correct and 2017, present fairly present in all material respects the consolidated financial position condition of the Parent MLP each Loan Party and its Consolidated respective Subsidiaries as at said dates such date, and the consolidated results of its their operations and consolidated cash flows for the fiscal year nine- or fiscal quarter ending on said datesthree-month, all as the case may be, 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, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis. (b) Neither approved by the Parent MLP nor any Subsidiary has on aforementioned firm of accountants and disclosed therein). As of the Closing Date any material Debt (including Disqualified Capital Stock)Date, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP Guarantor and its Subsidiaries, taken as a whole (exclusive whole, have no material Guarantee Obligations, material contingent liabilities or material liabilities for Taxes, or any long‑term leases or unusual forward or long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of changes resulting solely from changes derivatives, that are not reflected in the price of Hydrocarbons)most recent financial statements referred to in this paragraph, and (ii) referred in the business notes thereto, or under the heading “Legal Proceedings” of the Parent MLPGuarantor’s Form 10-Q, filed November 7, 2017 (for the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesperiod ended September 30, 2017) or listed on Schedule 3.1 hereto.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Company and its Consolidated the consolidated Subsidiaries as of December 31at January 2, 2016 1995 and the related consolidated statement statements of incomeoperations, partnerscash flows and changes in shareholders’ capital and cash flow equity of the Parent MLP Company and its Consolidated the consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Price Waterhouse & Young LLP Co., and (ii) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated the consolidated Subsidiaries as of June 30at July 2, 2017 1995 and the related consolidated statement statements of incomeoperations, partnerscash flows and changes in Shareholders’ capital and cash flow equity of the Parent MLP Company and its Consolidated the consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to the Agent and each of the Lenders Bank, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated the consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said dates, subject, in the case of such financial statements as at July 2, 1995, to normal year-end adjustments all in accordance conformity with GAAP, as generally accepted accounting principles applied on a consistent basis. (b) Neither . As at such dates, neither the Parent MLP Company nor any Subsidiary has on the Closing Date of its Subsidiaries had any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the Financial Statementsfinancial statements referred to herein. Since the date of the Financial StatementsJanuary 2, (i) 1995, there has been no material adverse change in or affecting the business, assets, operations or consolidated financial condition of or operations, or the Parent MLP and its Subsidiaries, prospects or business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)whole, and (ii) the business of the Parent MLP, the Borrower Company and the other Restricted its consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, Borrowers have heretofore furnished to each of the Lenders are complete the following financial statements: (a) the audited consolidated financial statements of Mediacom LLC, including consolidated balance sheets, as of December 31, 2002 and correct 2003, and the related audited consolidated statements of operation and cash flow for the years ended on said respective dates, certified by PricewaterhouseCoopers LLP; (b) the respective audited combined financial statements of the Mediacom Midwest Borrowers and their Subsidiaries, and the Mediacom USA Borrowers and their Subsidiaries, including in each case combined balance sheets, as of December 31, 2002 and 2003, and the related audited combined statements of operation and cash flow for the years ended on said respective dates, in each case certified by PricewaterhouseCoopers; and (c) the unaudited combined financial statements of the Borrowers and their Subsidiaries, including combined balance sheets, as of and for the three-month and six-month periods ended March 31, 2004 and June 30, 2004, respectively, and the related unaudited combined statements of operation and cash flow for the three-month period and six-month periods ended on said respective dates. All such financial statements fairly present in all material respects the consolidated individual or combined financial position condition of the Parent MLP and its Consolidated Subsidiaries respective entities as at said respective dates and the individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Parent MLP nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Borrowers and their Subsidiaries, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at June 30, 2004 referred to above. Since the date of the Financial StatementsDecember 31, (i) 2003, there has been no material adverse change in the combined financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Parent MLP Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in said audited financial statements as at said date referred to in clause (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as at December 31, 2001 and the related audited consolidated statements of income and of cash flows for the fiscal year ended on such date, audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer (the "FINANCIAL STATEMENTS"). The Financial Statements present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 2001 and March 31, 2002 and present fairly, in all material respects, the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject to normal year-end audit adjustments and the absence of footnote disclosure). The Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved. Except as set forth on SCHEDULE 4.1, neither the Borrower nor any of its consolidated Subsidiaries had, at December 31, 2001 or at the date hereof, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or unusual material forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth on SCHEDULE 4.1, during the period from December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basis2001. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited Set forth on SCHEDULE 2.6 are accurate and complete copies of each of MSN's unaudited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries sheets as of December 31, 2016 1997 and January 17, 1998 (the "CLOSING BALANCE SHEET") and the related consolidated statement unaudited statements of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries stockholders' equity for the fiscal years year ended on said dateDecember 31, 1997 and the seventeen days ended January 17, 1998 (the unaudited balance sheets, statements of income and stockholders' equity referred to above are collectively referred to as the "FINANCIAL STATEMENTS"). Other than any liability associated with the opinion thereon Universal Service Fund Fee, Telecommunications Relay Services Fund Filing, NECA Universal Service "Pooling" Requirement, Federal Excise Taxes, possible state taxes where MSN does not file tax returns, and potential liability for pay telephone "dial-around" charges, and other than accruals totaling less than $50,000 on the Financial Statements that may be needed to reflect liabilities incurred in the ordinary course of Ernst & Young LLP and (ii) consolidated balance sheet of business, the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders Financial Statements are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP true and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all correct; are in accordance with GAAPthe books and records of MSN; and, to the best of Sellers' knowledge, after due inquiry, using management's best estimates of MSN's cost of sales, present fairly, accurately and completely the financial condition and results of operations of MSN as applied of the dates, and for the periods indicated. In addition, the Sellers represent that the Financial Statements reflect the following: (a) Revenue is recognized on the sale of prepaid phone cards when such cards are shipped to customers. There are no agreements with customers whereby shipments are made on a consistent basisconsignment basis or whereby a right of return exists, other than in the normal course of business for defective products. (b) Neither Accounts payable and accrued liabilities are recorded on the Parent MLP nor any Subsidiary accrual basis of accounting. Cost of sales include the costs of printing cards, the costs of shipping cards from suppliers and telecommunications costs. MSN's practice has been to record cost of sales, reflected in "Accounts Payable" on MSN's balance sheet, based on management's best estimates, after due inquiry, of 95% of sales. To the best of each Seller's knowledge, after due inquiry, cost of sales does not exceed management's estimate. MSN has recorded all invoices that it has received and expects to receive from its vendors for services rendered through the balance sheet date. In addition, Sellers represent that the amounts reflected as "Accounts Payable" on the Closing Date any material Debt (including Disqualified Capital Stock)Balance Sheet include $2,900,000 as an accrual for amounts due to American Digital Networks, contingent liabilitiesArch Business Solutions and Communications Distributors International. Sellers represent that this amount represents an adequate accrual for unpaid ▇▇▇▇▇▇▇▇, liabilities for taxesinvoiced and to be invoiced at a later date, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsits telecommunications providers related to sales of prepaid phone cards through January 17, except 1998. Notwithstanding the foregoing, SCHEDULE 2.6 contains statements of aged receivables and aged payables as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial StatementsJanuary 17, (i) there has been no material adverse change in or affecting the business1998, assetsregardless of whether such statements are labeled "as of January 31, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices1998."

Financial Condition. (a) The Borrower has heretofore delivered to the Agent, at the Agent's request, the following financial statements and information: (i) the audited consolidated balance sheet of the Parent MLP CapStar and its Consolidated Subsidiaries as of December 31at June 30, 2016 1996 and the related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow flows of the Parent MLP CapStar and its Consolidated Subsidiaries for the fiscal years ended on said date12 months then ended, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet the unaudited statements of the Parent MLP Property Gross Revenues and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries Operating Expenses for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete Pool A Properties for the calendar year ended December 31, 1993, December 31, 1994 and correct December 31, 1995, respectively, and (iii) the consolidated financial statements of CapStar and its Subsidiaries required to be delivered to the Agent pursuant to subsections 6.1(i), (ii) and (iv). The statements referred to in clause (i) of the preceding sentence were prepared in conformity with GAAP and fairly present present, in all material respects respects, the consolidated financial position of the Parent MLP CapStar and its Consolidated Subsidiaries as at said dates the date thereof and the consolidated results of operations of CapStar and its operations Subsidiaries for the fiscal period then ended, subject to changes resulting from audit and normal year or fiscal quarter ending on said dates, all end adjustments and there are no material differences between such consolidated financial position and consolidated results of operations of CapStar and its Subsidiaries as presented in accordance with GAAP, such consolidated financial statements and the consolidated financial position and consolidated results of operations of the Borrower and its Subsidiaries as applied on a consistent basis. at the date of such consolidated financial statements and for the period then ended. CapStar and its Subsidiaries do not (band will not following the initial extension of credit hereunder) Neither the Parent MLP nor have any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Contingent Obligation, contingent liabilities, liabilities liability or liability for taxes, long-term lease or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or commitment that is not reflected or provided for in the Financial Statements. Since foregoing financial statements, the date of the Financial Statements, (i) there has been no notes thereto or SCHEDULE 5.3B annexed hereto and which in any such case is material adverse change in or affecting relation to the business, operations, properties, assets, operations condition (financial or financial condition otherwise) or prospects of the Parent MLP Borrower and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The Borrower has heretofore furnished to each of the Lenders (i) the audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as at September 30, 2008 and September 30, 2009 and the related consolidated statement of December 31income and retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the fiscal years ended on said dates, 2016 with the opinions thereon (in the case of said consolidated balance sheets and statements) of PricewaterhouseCoopers, and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2010 and the related consolidated statement of income, partners’ capital retained earnings and cash flow of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries for the fiscal years nine-month period ended on said such date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct in all material respects and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries at and as of such dates (subject, in the case of such financial statements as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesJune 30, 2010, to normal year-end audit adjustments), all in accordance with GAAP, as GAAP and practices applied on a consistent basis. (b) Neither . None of the Parent MLP Borrower nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 2009, there has been no material adverse change change. As used herein, the term “material adverse change” shall mean any event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect; provided that “material adverse change” shall not include the effect of any event, development or circumstance disclosed in any document filed pursuant to Section 13, 14 or affecting the business, assets, operations or financial condition 15(d) of the Parent MLP Securities Exchange Act of 1934 after September 30, 2009 and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in prior to the price of Hydrocarbons)Effective Date to the extent, and (ii) only to the business of the Parent MLPextent, the Borrower and the other Restricted Subsidiaries has been conducted only such effect is explicitly disclosed in the ordinary course consistent with past business practicessuch filings.

Financial Condition. (a) The (i) audited Company has heretofore furnished to each of the Bank consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1994 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP KPMG Peat Marwick LLP, and (ii) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at June 30, 2017 1995 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries as at said dates and the Credit Agreement 48 - 44 - consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1995, to year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither . None of the Parent MLP Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments taken as a whole, except as referred to or reflected or provided for in said balance sheets as at said dates and except for liabilities incurred in the Financial Statementsordinary course of business. Since the date of the Financial StatementsJune 30, (i) 1995, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole of the Company and its Subsidiaries from that set forth in said financial statements as at said date. (exclusive b) The Company has heretofore furnished to each of changes resulting solely from changes in the price Banks the annual Statutory Statement of Hydrocarbons)each Insurance Subsidiary for the fiscal year ended December 31, 1994, and (ii) the business quarterly Statutory Statement of each Insurance Subsidiary for the Parent MLPfiscal quarter ended June 30, 1995, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the Borrower financial condition of each Insurance Subsidiary as at, and the other Restricted Subsidiaries has been conducted only results of operations for the fiscal year ended December 31, 1994, and fiscal quarter ended June 30, 1995, in accordance with statutory accounting practices prescribed or permitted by the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.

Financial Condition. (a) The (i) The audited consolidated balance sheet sheets of the Parent MLP Borrower and its Consolidated Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended October 29, 2006, October 28, 2007 and November 2, 2008 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP such dates and (ii) the unaudited consolidated balance sheet financial statements of the Parent MLP Borrower and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended period ending on said date[ ]7, heretofore furnished to together with the related consolidated statements of income or operations, equity and cash flows for such fiscal quarter period ending on such date in each of case were prepared in accordance with GAAP consistently applied throughout the Lenders are complete and correct and fairly period covered thereby, except as otherwise expressly noted therein, present fairly, in all material respects respects, the consolidated financial position condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basisconsolidated Subsidiaries. (b) Neither The pro forma balance sheet and statements of operations of the Parent MLP nor any Subsidiary has Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries as of [ ], adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on [ ] for purposes of the statement of operations), to the initial borrowings and the other transactions contemplated to occur on the Closing Date any material Debt Date. (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentsc) As of the Closing Date, except as referred set forth in Schedule [ ] to the Investment Agreement as in existence as of [ ], no fact, event, change or reflected or provided for in the Financial Statements. Since circumstances shall have occurred since the date of the Financial StatementsInvestment Agreement that has had or would be reasonably likely to have a Material Adverse Effect; provided, however, that in determining whether a Material Adverse Effect has occurred, there shall be excluded any effect to the extent resulting from the following: (A) any change, development, occurrence or event affecting the businesses or 6 Conforming changes to be made upon finalization of the Investment Agreement. 7 Insert end date of most recent fiscal quarter for which financial statements are available. industries in which the Borrower and its Subsidiaries operate (including general pricing changes), (iB) changes in general domestic economic conditions, including changes in the financial, securities or credit markets, or changes in such conditions in any area in which the Borrower or its Subsidiaries operate, (C) changes in global or national political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the underlying causes of such failure may be considered in determining whether there has been no material adverse is a Material Adverse Effect on the Borrower) or (F) any change in or affecting the business, assets, operations or financial condition trading prices of the Parent MLP Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such change may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole whole, relative to other businesses supplying to the non-residential construction industry. (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iid) the business As of the Parent MLPClosing Date, after giving effect to the consummation of the Transactions, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesis Solvent.

Financial Condition. (a) The Company has heretofore furnished to each of the Lenders the following financial statements: (i) the audited consolidated balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 2000 and December 31, 2001, respectively, and the related audited consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years ended on said daterespective dates, with the opinion thereon of Ernst & Young LLP and KPMG Peat Marwick LLP; and (ii) the unaudited consolidated balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of June 30at March 31, 2017 2002 and the related unaudited consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter three month period ended on said date, heretofore furnished to each of the Lenders . Such financial statements are complete and correct and fairly present in all material respects the respective consolidated actual financial position condition of the Parent MLP Company and its Consolidated Subsidiaries Subsidiaries, as at said dates date and the actual consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as generally accepted accounting principles and practices of the United States of America applied on a consistent basis. (b) Neither ; and neither the Parent MLP Company nor any Subsidiary has of its Subsidiaries had on the Closing Date date thereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said date. Since the date of the Financial Statements, (i) there There has been no material adverse change in or affecting the Property, business, assetsoperations, operations financial condition, liabilities or financial condition capitalization of the Parent MLP Company and its Subsidiaries, Consolidated Subsidiaries taken as a whole (exclusive of changes resulting solely from changes in since the price of Hydrocarbons), and (ii) the business last day of the Parent MLPfiscal year of the Company as to which financial statements have most recently been delivered pursuant to Section 6.01(b) (or, the Borrower and the other Restricted Subsidiaries has if no such financial statements have yet been conducted only in the ordinary course consistent with past business practicesdelivered, since December 31, 2001).

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of at December 31, 2016 2005, and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30Grant Thornton, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said dateLLP, heretofore furnished to each of the Lenders ▇▇▇ ▇▇▇ ▇▇▇▇▇ited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2006, and their related consolidated statements of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the three month period ended on such date heretofore furnished to the Agent, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the three month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments and the absence of footnotes). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since the date of the Financial StatementsJune 30, (i) 2006, there has been no material adverse change in or affecting event having a Material Adverse Effect. Since June 30, 2006, neither the business, assets, operations or financial condition business nor the Properties of the Parent MLP Borrower or any Subsidiary have been materially and its Subsidiaries, taken adversely affected as a whole (exclusive result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The (i) audited consolidated balance sheet of Borrower and Lakeshore for the Parent MLP and its Consolidated Subsidiaries fiscal year ended as of December 31, 2016 1995, and the related consolidated statement of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries changes in financial conditions for the fiscal years ended on said dateyear then ended, with the opinion thereon of Ernst & Young LLP and (ii) consolidated the unaudited interim balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June Lakeshore for September 30, 2017 1996 and the related consolidated statement of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries changes in financial conditions for the fiscal quarter ended on said dateperiod then ended, heretofore a copy of each of which has been furnished to each of the Lenders Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries Lakeshore as at the date of said dates balance sheets and the results of its operations for said periods and as of the fiscal year or fiscal quarter ending on said datesdate of closing of this Loan Agreement and related transactions, all respectively. All such financial statements have been prepared in accordance with GAAP, as Generally Accepted Accounting Principles applied on a consistent basisbasis maintained through the period involved. (b) Neither i. There has been no substantial adverse change in the Parent MLP nor business, properties or condition, financial or otherwise, of Borrower and/or Lakeshore since September 30, 1996. ii. The audited balance sheet of CBL Properties, Inc. for the fiscal year ended as December 31, 1995, the unaudited balance sheet of CBL Properties, Inc. for the period ended September 30, 1996, and the related statement of income and changes in financial conditions for the year ended 1995 and the period ended September 30, 1996, a copy of which has been furnished to the Bank, together with any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as explanatory notes therein referred to or reflected or provided for in and attached thereto, are correct and complete and fairly present the Financial Statements. Since financial condition of CBL Properties, Inc. as at the date of said balance sheets and the Financial Statementsresults of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, (i) there respectively. All such financial statements have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis maintained through the period involved. iii. There has been no material substantial adverse change in or affecting the business, assetsproperties or condition, operations financial or financial condition otherwise, of CBL Properties, Inc. since September 30, 1996. iv. The warranties and representations made in this Section 5.3 are and were made as of the Parent MLP date of this Loan Agreement and its Subsidiaries, taken any violation thereof shall be determined as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesthat date.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of at December 31, 2016 1997 and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP Pricewaterhouse Coopers L.L.P. heretofore furnished to the Agent and (ii) the unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June at September 30, 2017 1998 and the their related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal quarter nine month period ended on said date, such date heretofore furnished to each of the Lenders Agent, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in SCHEDULE 7.02. Since September 30, 1998, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, (i) there has neither the business nor the Properties of the Borrower or any Subsidiary have been no material adverse change in materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or affecting other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. The unaudited pro forma projected consolidated balance sheet of the businessBorrower and its Consolidated Subsidiaries at the Closing Date, assetsand the unaudited pro forma projected consolidated statement of income of the Borrower and its Consolidated Subsidiaries as of the Closing Date, operations or heretofore furnished to the Agent, fairly present the pro forma projected consolidated financial condition of the Parent MLP Borrower and its Subsidiaries, taken Consolidated Subsidiaries as a whole (exclusive of changes resulting solely from changes in at the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesClosing Date.

Financial Condition. (a) The (i) audited Company has heretofore furnished to each of the Banks a the consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of December at October 31, 2016 1996 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP KPMG Peat Marwick and (ii) b)the unaudized consolidated balance sheet of the Parent MLP Company and its Consolidated Credit Agreement ---------------- Subsidiaries as of June at April 30, 2017 1997 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter three- month period ended on said date. All such financial statements present fairly, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects respects, the consolidated financial position of the Parent MLP Company and its Consolidated Subsidiaries as at said dates and the results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at April 30, 1997 to normal year-end audit adjustments), all in accordance conformity with GAAP, as applied on a consistent basis. (b) Neither generally accepted accounting principles in the Parent MLP United States of America. None of the Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (or in the Financial Statementsnotes thereto) as at said dates. Since the date of the Financial StatementsOctober 31, (i) 1996, there has been no material adverse change in or affecting the consolidated business, assets, operations or financial condition of the Parent MLP Company and its Subsidiaries, Subsidiaries taken as a whole from that set forth in said financial statements as at said dates. (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business The Company has heretofore furnished to each of the Parent MLPBanks the annual and quarterly Statutory Statements of each of its Material Insurance Subsidiaries for the fiscal year ended October 31, 1996 and for the quarterly fiscal period ended April 30, 1997 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the Borrower financial condition of each Insurance Subsidiary, respectively, as at the respective dates thereof and its results of operations through fiscal year ended on October 31, 1996 and the other Restricted Subsidiaries has been conducted only quarterly fiscal period ended April 30, 1997, in accordance with statutory accounting practices prescribed or permitted by the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.

Financial Condition. (a) The (i) The audited consolidated balance sheet of Borrower and Lakeshore for the Parent MLP and its Consolidated Subsidiaries fiscal year ended as of December 31, 2016 1997, and the related consolidated statement of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries changes in financial conditions for the fiscal years ended on said dateyear then ended, with the opinion thereon of Ernst & Young LLP and (ii) consolidated the unaudited interim balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June Lakeshore for March 30, 2017 1998 and the related consolidated statement of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries changes in financial conditions for the fiscal quarter ended on said dateperiod then ended, heretofore a copy of each of which has been furnished to each of the Lenders Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries Lakeshore as at the date of said dates balance sheets and the results of its operations for said periods and as of the fiscal year or fiscal quarter ending on said datesdate of closing of this Loan Agreement and related transactions, all respectively. All such financial statements have been prepared in accordance with GAAP, as Generally Accepted Accounting Principles applied on a consistent basisbasis maintained through the period involved. (b) Neither There has been no substantial adverse change in the Parent MLP nor business, properties or condition, financial or otherwise, of Borrower and/or Lakeshore since March 30, 1998. (i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended as December 31, 1997, the unaudited balance sheet of CBL Properties, Inc. for the period ended March 30, 1998, and the related statement of income and changes in financial conditions for the year ended 1997 and the period ended March 30, 1998, a copy of which has been furnished to the Bank, together with any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as explanatory notes therein referred to or reflected or provided for in and attached thereto, are correct and complete and fairly present the Financial Statements. Since financial condition of CBL Properties, Inc. as at the date of said balance sheets and the Financial Statementsresults of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis maintained through the period involved. (id) there There has been no material substantial adverse change in or affecting the business, assetsproperties or condition, operations financial or financial condition otherwise, of the Parent MLP and its SubsidiariesCBL Properties, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)Inc. since March 30, and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices1998.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, Borrowers have heretofore furnished to each of the Lenders are complete the following financial statements: (a) the audited consolidated financial statements of Mediacom LLC, including consolidated balance sheets, as of December 31, 2002 and correct 2003, and the related audited consolidated statements of operation and cash flow for the years ended on said respective dates, certified by PricewaterhouseCoopers LLP; (b) the respective audited combined financial statements of the Mediacom Midwest Borrowers and their Subsidiaries, and the Mediacom USA Borrowers and their Subsidiaries, including in each case combined balance sheets, as of December 31, 2002 and 2003, and the related audited combined statements of operation and cash flow for the years ended on said respective dates, in each case certified by PricewaterhouseCoopers; and (c) the unaudited combined financial statements of the Borrowers and their Subsidiaries, including combined balance sheets, as of and for the three-month and six-month periods ended March 31, 2004 and June 30, 2004, respectively, and the related unaudited combined statements of operation and cash flow for the three-month period and six-month periods ended on said respective dates. All such financial statements fairly present in all material respects the consolidated individual or combined financial position condition of the Parent MLP and its Consolidated Subsidiaries respective entities as at said respective dates and the individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said respective dates, all Credit Agreement in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Parent MLP nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Borrowers and their Subsidiaries, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at June 30, 2004 referred to above. Since the date of the Financial StatementsDecember 31, (i) 2003, there has been no material adverse change in the combined financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Parent MLP Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in said audited financial statements as at said date referred to in clause (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.

Financial Condition. (a) The (i) audited consolidated balance sheet Obligors have heretofore furnished to each of the Parent MLP Lenders the consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2016 1999 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of Arthur Andersen LLP, and the unaudited consolidated and consolidating ▇▇▇▇▇c▇ ▇▇▇▇▇▇ of the Parent MLP Company and its Consolidated Subsidiaries as of June 30at March 31, 2017 2000 and the related consolidated statement and consolidating statements of income, partners’ capital income and cash flow retained earnings of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Obligors, and its Consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither , except as otherwise indicated in the Parent MLP nor any Subsidiary notes thereto. None of the Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1999, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only Obligors from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The (i) audited consolidated balance sheet Iusacell has heretofore furnished to each of the Parent MLP Banks consolidated and consolidating balance sheets of Iusacell and its Consolidated Subsidiaries as of at December 31, 2016 1994 and the related consolidated statement statements of income, partners’ changes in capital accounts and cash flow flows of the Parent MLP Iusacell and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of ▇▇▇▇▇▇▇, S.C., and the Parent MLP unaudited consolidated balance sheets of Iusacell and its Consolidated Subsidiaries as of June at September 30, 2017 1995 (and, separately stated, of Iusacell alone) and the related consolidated statement statements of income, partners’ changes in capital accounts and cash flow flows of the Parent MLP Iusacell and its Consolidated Subsidiaries (and, separately stated, of Iusacell alone) for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders . (b) All such financial statements are complete and correct and fairly present in all material respects the respective consolidated or individual financial position condition of the Parent MLP and its Consolidated Subsidiaries respective entities as at said dates and the consolidated or individual results of its operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 1995, to normal year-end audit adjustments), all in accordance with GAAP, as Mexican GAAP applied on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary . None of said entities has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 1995, there has been no material adverse change in or affecting the business, assetsconsolidated financial condition, operations or financial condition business of the Parent MLP Iusacell and its Subsidiaries, Subsidiaries taken as a whole (exclusive of changes resulting solely whole, from changes that set forth in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The (i) audited Borrower has heretofore furnished to each of the Lenders the consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of December 31at June 30, 2016 1996 and the related consolidated statement statements of incomeearnings, partners’ capital cash flows and cash flow changes in shareholders' equity of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) LLP. All such financial statements fairly present, in all material aspects, the consolidated balance sheet financial condition of the Parent MLP Borrower and its Consolidated Subsidiaries Subsidiaries, as of June 30at said date, 2017 and the related consolidated statement results of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries their operations for the fiscal quarter year ended on said date, all in accordance with GAAP. (b) The Borrower has heretofore furnished to each of the Lenders are complete the unaudited consolidated balance sheet of the Borrower and correct its Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of earnings, cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the nine month period ended on said date. All such financial statements fairly present present, in all material respects aspects, the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries Subsidiaries, as at said dates date, and the consolidated results of its their operations for the fiscal year or fiscal quarter ending nine month period ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis. (c) As of the Effective Date (which is the only date on which the representation in this sentence is made), since March 31, 1997, there has been no material adverse change, and nothing has occurred that is reasonably likely to result in any material adverse change, in the consolidated financial condition, operations or business taken as a whole of the Borrower and its Subsidiaries from that set forth in the financial statements referred to in clause (b) Neither above as at the Parent MLP nor date referred to therein. As of any Subsidiary has subsequent date on the Closing Date any material Debt (including Disqualified Capital Stockwhich this representation is made pursuant to Section 3.02(e), contingent liabilitiessince March 31, liabilities for taxes1997, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition ability of the Parent MLP and Borrower to perform its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes obligations hereunder or in the price of Hydrocarbons), rights and (ii) the business obligations of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesLenders hereunder.

Financial Condition. (a1) The (i) audited consolidated balance sheet of the Parent MLP ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as of December 31, 2016 2003, and the related consolidated statement statements of income, partners’ income and reconciliation of capital and cash flow accounts of the Parent MLP ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries for the fiscal years ended 12 months ending on said that date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said dateYoung, heretofore furnished to each of the Lenders are complete and correct and Bank, fairly present in all material respects and in accordance with GAAP the consolidated financial position condition of the Parent MLP ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as at said dates the date of such balance sheet and the results of its their operations for the fiscal year or fiscal quarter period ending on said datesdate, all in accordance with GAAPrespectively. To the best of ▇▇▇▇▇▇ Bermuda's knowledge and belief, as applied on a consistent basis. (b) Neither the Parent MLP neither ▇▇▇▇▇▇ Bermuda nor any Consolidated Subsidiary has had on the Closing Date December 31, 2003, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, taxes or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentswhich are material in amount in relation to the consolidated financial condition of ▇▇▇▇▇▇ Bermuda and the Consolidated Subsidiaries, except as referred to or reflected or provided for in said consolidated balance sheet or the Financial Statementsrelated notes to consolidated financial statements as at that date. Since From December 31, 2003 to the date of the Financial Statementsthis Agreement, (i) there has been no change or event that could reasonably be expected to have had a Material Adverse Effect except for any changes or events that are disclosed in Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that have been filed by ▇▇▇▇▇▇ Bermuda with the Securities and Exchange Commission. (2) The consolidated balance sheet of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries as of June 30, 2004, and the consolidated statements of income of ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries for the 3 months ending on that date, hereretofore furnished to the Bank, fairly present in all material adverse change respects and in or affecting accordance with GAAP (subject to the business, assets, operations or absence of year-end notes and to normal year-end audit adjustments) consolidated financial condition of the Parent MLP ▇▇▇▇▇▇ Bermuda and its Consolidated Subsidiaries at the date of such balance sheet and the results of their operations for the period ending on said date, respectively. To the best of ▇▇▇▇▇▇ Bermuda's knowledge and belief, neither ▇▇▇▇▇▇ Bermuda nor any Consolidated Subsidiary had on December 31, 2003, any contingent liabilities, liabilities for taxes or unusual forward or long-term commitments which are material in amount in relation to the consolidated financial condition of ▇▇▇▇▇▇ Bermuda and the Consolidated Subsidiaries, taken except as a whole (exclusive of changes resulting solely from changes referred to or reflected or provided for in said consolidated balance sheet or the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesrelated notes to consolidated financial statements as at that date.

Financial Condition. (a) The (i) audited consolidated and consolidating balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1996 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and changes in financial position (or of cash flow flow, as the case may be) of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of Coopers & Lybran▇, ▇▇▇ the unaudited consolidated and consolidating balance sheets of the Parent MLP Company and its Consolidated Subsidiaries as of at June 30, 2017 1997 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and changes in financial position (or of cash flow flow, as the case may be) of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries Subsidiaries, and the unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1997, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) . Neither the Parent MLP Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1996, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole of the Company and its Consolidated Subsidiaries from that set forth in said financial statements as at said date. (exclusive b) With respect to each Insurance Subsidiary, the statutory financial statements of changes resulting solely from changes in the price of Hydrocarbons)such Insurance Subsidiary as at December 31, 1996, as filed with its Applicable Insurance Regulatory Authority, and (ii) the business quarterly statement for the six-month period ended on June 30, 1997, heretofore furnished to each of the Parent MLPLenders, fairly present the Borrower financial condition of such Insurance Subsidiary as at said dates and its results of operations for its fiscal year and six-month period ended on said dates, in each case, in accordance with statutory reporting practices prescribed or permitted by its Applicable Insurance Regulatory Authority for the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.preparation of financial statements Credit Agreement ----------------

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of at December 31, 2016 2003 and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP heretofore furnished to the Administrative Agent and (ii) the unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June 30at March 31, 2017 2004 and the their related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal quarter three month period ended on said date, such date heretofore furnished to each of the Lenders Administrative Agent, are complete and correct and fairly present in all material respects and fairly present the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter and the three month period ending on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since the date As of the Financial StatementsClosing Date, (i) since December 31, 2003, there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as event having a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesMaterial Adverse Effect.

Financial Condition. (a) The (i) audited Company has heretofore furnished to each of the Lenders consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1996 and the related consolidated statement statements of income, partners’ capital shareholders' equity and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30Price Waterhouse LLP. All such financial statements present fairly, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects respects, the consolidated financial position of the Parent MLP Company and its Consolidated Subsidiaries Subsidiaries, as at said dates date and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither . None of the Parent MLP Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheet as at said date. Since the date of the Financial StatementsMarch 31, (i) 1997, there has been no Material Adverse Change. (b) The Company has heretofore furnished to each of the Lenders the annual Statutory Statements of each Principal Insurance Subsidiary for the fiscal year ended December 31, 1996 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material adverse change in or affecting Credit Agreement ---------------- - 38 - respects, the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken such Principal Insurance Subsidiary as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)at, and (ii) the business results of operations for the Parent MLPfiscal year ended December 31, 1996, in accordance with statutory accounting practices prescribed or permitted by the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.

Financial Condition. (a) The (i) audited Mallinckrodt has heretofore furnished to each of the Banks the consolidated balance sheet of the Parent MLP Mallinckrodt and its Consolidated Subsidiaries as of December 31at June 30, 2016 1996 and the related consolidated statement statements of incomeearnings, partners’ capital cash flows and cash flow changes in shareholders' equity of the Parent MLP Mallinckrodt and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet LLP. All such financial statements fairly present, in all material aspects, the financial condition of the Parent MLP Mallinckrodt and its Consolidated Subsidiaries Subsidiaries, as of June 30at said date, 2017 and the related consolidated statement results of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries their operations for the fiscal quarter year ended on said date, all in accordance with GAAP. (b) Mallinckrodt has heretofore furnished to each of the Lenders are complete Banks the unaudited consolidated balance sheet of Mallinckrodt and correct its Subsidiaries as at September 30, 1996 and the related unaudited consolidated statements of earnings, cash flows and changes in shareholders' equity of Mallinckrodt and its Subsidiaries for the three month period ended on said date. All such financial statements fairly present present, in all material respects aspects, the consolidated financial position condition of the Parent MLP Mallinckrodt and its Consolidated Subsidiaries Subsidiaries, as at said dates date, and the consolidated results of their operations for the three month period ended on said date, all in accordance with GAAP. (c) Since September 30, 1996, there has been no material adverse change, and nothing has occurred that is reasonably likely to result in any material adverse change, in the financial condition, operations or business taken as a whole of Mallinckrodt and its Subsidiaries from that set forth in the financial statements referred to in clause (b) above as at the date referred to therein. (d) The Borrower has heretofore furnished to each of the Banks the balance sheet of the Borrower as at December 31, 1995 and the related statements of earnings and cash flows of the Borrower for the fiscal year ended on said date, with the opinion thereon of Coopers & ▇▇▇▇▇▇▇ LLP. All such financial statements fairly present, in all material aspects, the financial condition of the Borrower, as at said date, and the results of its operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis. (be) Neither the Parent MLP nor any Subsidiary The Borrower has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred heretofore furnished to or reflected or provided for in the Financial Statements. Since the date each of the Financial StatementsBanks the unaudited balance sheet of the Borrower as at September 30, 1996 and the related unaudited statements of earnings and cash flows for the nine month period ended on said date. All such financial statements fairly present, in all material aspects, the financial condition of the Borrower, as at said date, and the results of its operations for the nine month period ended on said date, all in accordance with GAAP. (if) Since September 30, 1996, there has been no material adverse change change, and nothing has occurred that is reasonably likely to result in or affecting any material adverse change, in the business, assetsfinancial condition, operations or financial condition of the Parent MLP and its Subsidiaries, business taken as a whole (exclusive of changes resulting solely the Borrower from changes that set forth in the price of Hydrocarbons), and financial statements referred to in clause (iie) above as at the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesdate referred to therein.

Financial Condition. (a) The (i) audited consolidated balance sheet Midnight has made available to REDOX true and correct copies of the Parent MLP and its Consolidated Subsidiaries following: audited, consolidated financial statements of Midnight as of December 31, 2016 2004, and combined, audited financial statements as of December 31, 2003; and statements of stockholders' equity, and statements of cash flows of Midnight for the related years ended 2004 and 2003. Each such balance sheet presents fairly the consolidated financial condition, assets, liabilities, and stockholders' equity of Midnight as of its date; each such statement of income and consolidated statement of income, partners’ capital and cash flow stockholders' equity presents fairly the consolidated results of the Parent MLP and its Consolidated Subsidiaries operations of Midnight for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP period indicated; and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated each such statement of income, partners’ capital and cash flow of flows presents fairly the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished information purported to each of the Lenders are complete and correct and fairly present be shown therein. The financial statements referred to in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all this Section 2.02(c) have been prepared in accordance with GAAPgenerally accepted accounting principles in the United States consistently applied throughout the periods involved and are in accordance with the books and records of Midnight and the Midnight Subsidiaries. Since December 31, 2004, other than as applied on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has set forth on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, Midnight Disclosure Schedule: (i) there There has at no time been no a material adverse change in or affecting the financial condition, results of operations, business, properties, assets, operations liabilities, or financial condition future prospects of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and Midnight or any Midnight Subsidiary. (ii) the business Midnight has not authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of the Parent MLPits capital stock or any direct or indirect redemption, the Borrower purchase, or other acquisition of any stock of Midnight or any Midnight Subsidiary. (iii) The operations and businesses of Midnight and the other Restricted Midnight Subsidiaries has have been conducted in all respects only in the ordinary course consistent course, except for the transactions contemplated hereby and in connection herewith. (iv) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the products or services of Midnight or any Midnight Subsidiary that Midnight expects will not be profitable. (v) Neither Midnight nor any Midnight Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. There is no fact known to Midnight which materially adversely affects or in the future (as far as Midnight can reasonably foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Midnight and the Midnight Subsidiaries taken as a whole; provided, however, that Midnight expresses no opinion as to political or economic matters of general applicability. Midnight has made known, or caused to be made known, to the accountants or auditors who have prepared, reviewed, or audited the aforementioned consolidated financial statements all material facts and circumstances which could affect the preparation, presentation, accuracy or completeness thereof. The consolidated statement of operations of Midnight for the year ending December 31, 2004 shall be audited in accordance with past business practicesgenerally accepted accounting principles in the United States consistently applied throughout the periods involved, and shall contain all certifications and statements required the SEC's Order, dated June 27, 2002, pursuant to Section 21(a)(1) of the Exchange Act (File No. 4-460), Rule 13a-14 or 15d-14 under the Exchange Act, or 18 U.S.C. Section 1350 (Sections 302 and 906 of the Sarbanes-Oxley Act of 2002) with respect to the report relating t▇▇▇▇▇▇.

Financial Condition. (a) The Company has furnished to each Bank: (i) audited The consolidated balance sheet of the Parent MLP Company and its Consolidated consolidated Subsidiaries as of at December 31, 2016 1997, and the related consolidated statement statements of incomeoperations, partners’ capital stockholders' equity (deficiency) and cash flow flows for the fiscal year ended on said date, said financial statements having been certified by KPMG Peat Marwick; and (ii) the respective combined balance sheets of the Parent MLP TKR New Jersey/New York Systems and its Consolidated Subsidiaries the TCI New Jersey and New York Systems, in each case as at December 31, 1995, December 31, 1996 and December 31, 1997, and the respective related combined statements of operations or earnings, parent's investment or combined deficit and cash flows for the fiscal years ended on said datedates, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished financial statements having been certified by KPMG Peat Marwick. All financial statements referred to each of the Lenders above are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Parent MLP unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and/or consolidated basis to the extent so indicated above, as at said the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Company and the Guarantors had on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Financial Statements. Since Banks in writing prior to the date of hereof. Except as disclosed to the Financial StatementsBanks in writing prior to the date hereof, (i) since December 31, 1997 there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheets as at December 31, 1997 included in said financial statements) or the businesses or operations of the Parent MLP Company, its Subsidiaries and its Subsidiaries, the New York/New Jersey Companies taken as a whole (exclusive on a pro forma combined basis. As of changes resulting solely from changes the Effective Date, except as disclosed to the Banks in writing prior to the date hereof, since December 31, 1997 there has been no material adverse change in the price of Hydrocarbons), and (ii) financial condition or the business businesses or operations of the Parent MLPNew York/New Jersey Companies taken as a whole on a combined basis from that shown by the balance sheets as at December 31, 1997 included in said financial statements for the Borrower New York/New Jersey Companies (it being understood that for purposes of this sentence the New York/New Jersey Companies shall be deemed to have owned all of the assets acquired by the New York/New Jersey Companies pursuant to the TCI Acquisition for all periods covered by said balance sheets until and including the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffective Date).

Financial Condition. (a) The Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1997 and the related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years ended on said dateFiscal Year then ended, with the opinion thereon of Ernst & Young LLP and (ii) the unaudited consolidated balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of at June 30, 2017 1998 and the related unaudited consolidated statement statements of income, partners’ capital stockholders' equity and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the six-months then ended, (iii) the audited consolidated balance sheets of Anagram International, Inc. and its Subsidiaries as at December 31, 1997 and the consolidated statements of income, stockholders' equity and cash flows of Anagram International, Inc. and its Subsidiaries for its fiscal quarter year then ended and (iv) the unaudited combined and combining balance sheets of Anagram and its Subsidiaries as at June 30, 1998 and the unaudited combined and combining statements of income of Anagram and its Subsidiaries for the six-months then ended. All such statements were prepared in accordance with GAAP applied on said date, heretofore furnished to each of a consistent basis throughout the Lenders are complete and correct periods covered thereby (except as otherwise indicated therein or in the Anagram Acquisition Agreement) and fairly present present, in all material respects respects, the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries entities described in such financial statements as at said of such respective dates and the results of its operations of the entities described therein for each of the fiscal year or fiscal quarter ending on said datesperiods then ended, all subject, in accordance with GAAPthe case of any such unaudited financial statements, as applied on a consistent basis. to changes resulting from audit and normal year-end adjustments. Company does not (band did not immediately following the funding of the initial Revolving Loans) Neither the Parent MLP nor have any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Contingent Obligation, contingent liabilities, liabilities liability or liability for taxes, long-term lease or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or commitment that is not reflected or provided for in the Financial Statements. Since foregoing financial statements or the date of the Financial Statements, (i) there has been no notes thereto and which in any such case is material adverse change in or affecting relation to the business, operations, properties, assets, operations condition (financial or financial condition otherwise) or prospects of Company or any of its Subsidiaries (after giving effect to the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of HydrocarbonsAnagram Acquisition), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1996 and the related consolidated statement statements of income, partners’ capital cash flows and cash flow stockholders' equity of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Arthu▇ ▇▇▇▇r▇▇▇ & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date▇▇., heretofore furnished to each of the Lenders Banks, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries as at said dates date and the consolidated results of its their operations for the fiscal year or fiscal quarter ending ended on said datesdate, all in accordance with GAAP, as applied on a consistent basis. (b) generally accepted accounting principles. Neither the Parent MLP Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said date any material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date said balance sheet as at said date. (b) The consolidated balance sheet of the Financial StatementsCompany and its Subsidiaries as at March 31, 1997 and the related consolidated statements of income, cash flows and stockholders' equity of the Company and its Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Banks, are complete and correct and fairly present the consolidated financial condition of the Company and its Subsidiaries as at said date and the consolidated results of their operations for the fiscal quarter ended on said date, all in accordance with generally accepted accounting principles. Neither the Company nor any of its Subsidiaries had on said date any material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date. (ic) Since December 31, 1996, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Parent MLP Company and its Subsidiaries, Subsidiaries (taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonswhole), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. The Parent has heretofore furnished to each of the Lenders the following: (a) The (i) audited consolidated and consolidating balance sheet sheets of the Parent MLP and its Consolidated Subsidiaries as of at December 31, 2016 1995 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of Coopers & ▇▇▇▇▇▇▇ L.L.P., and the unaudited consolidated and consolidating balance sheets of the Parent MLP and its Consolidated Subsidiaries as of at June 30, 2017 1996 and the related consolidated statement and consolidating CREDIT AGREEMENT statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP and its Consolidated Subsidiaries for the six-month period ended on such date; and (b) consolidated and consolidating balance sheets of CasTech and its Subsidiaries as at March 31, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CasTech and its Subsidiaries for the fiscal quarter year ended on said date, heretofore furnished to each with the opinion thereon (in the case of said consolidated balance sheet and statements) of Ernst & Young L.L.P., and the Lenders are complete unaudited consolidated and correct consolidating balance sheets of CasTech and its Subsidiaries as at June 30, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flows of CasTech and its Subsidiaries for the three-month period ended on such date. All such financial statements fairly present present, in all material respects respects, the consolidated financial position condition of the Parent MLP and its Consolidated Subsidiaries and CasTech and its Subsidiaries, as the case may be, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries and CasTech and its Subsidiaries, as the case may be, as at said dates and the consolidated and unconsolidated results of its their respective operations for the fiscal year or fiscal quarter ending years and periods ended on said datesdates (subject, in the case of such financial statements as at June 30, 1996, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither . Except as otherwise disclosed to the Administrative Agent or the Lenders in writing prior to the date hereof, none of the Parent MLP nor any Subsidiary of its Subsidiaries, nor CasTech nor any of its Subsidiaries, has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since December 31, 1995 (in the date case of the Financial StatementsParent and its Subsidiaries) or March 31, 1996 (in the case of CasTech and its Subsidiaries): (i) there has been no material adverse change in or affecting the business, properties, assets, operations operations, conditions (financial or financial condition otherwise), or prospects of the Parent MLP CasTech and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and whole; and (ii) other than the business Merger, there has been no material adverse change in the business, properties, assets, CREDIT AGREEMENT operations, conditions (financial or otherwise), or prospects of the Parent MLP, the Borrower and the other Restricted its Subsidiaries has been conducted only in the ordinary course consistent with past business practices(including CALI and New CALC) taken as a whole.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Borrower as of at December 31, 2016 2005 and the related consolidated statement of income, partnersstockholders’ capital equity and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, a Registered Public Accounting Firm heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesyear, all in accordance with GAAP, as applied on a consistent basis. . The unaudited consolidated balance sheet of the Borrower as at March 31, 2006 and the related consolidated statement of income, stockholders’ equity and cash flow for the portion of the fiscal year ended on such date are complete and correct and fairly present the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at said date, all in accordance with GAAP, as applied on a consistent basis (b) subject to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments other than those customary in Borrower’s business or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since March 31, 2006, there has been no change or event that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting neither the business, assets, operations or financial condition Properties of the Parent MLP and its Subsidiaries, taken Borrower or any Subsidiary have been affected as a whole (exclusive result of changes resulting solely from changes any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy where such event or matter could reasonably be expected to result in a Material Adverse Effect. Since the price of Hydrocarbons), and (ii) the business date of the Parent MLPFinancial Statements, the Borrower and the other Restricted Subsidiaries no Internal Control Event has been conducted only in the ordinary course consistent with past business practicesoccurred.

Financial Condition. (a) The Borrowers have heretofore furnished to ------------------- each of the Lenders the following financial statements: (i) the audited consolidated balance sheet financial statements of the Parent MLP and its Consolidated Subsidiaries Broadband Acquired Assets, including balance sheets, as of December 31, 2016 1999 and 2000, and the related consolidated statement audited statements of income, partners’ capital operation and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said daterespective dates, with the opinion thereon of Ernst & Young LLP and in each case certified by PricewaterhouseCoopers LLP; Credit Agreement ---------------- (ii) consolidated balance sheet the unaudited financial statements of the Parent MLP and its Consolidated Subsidiaries Broadband Acquired Assets, including balance sheets, as of June 30March 31, 2017 2001, and the related consolidated statement unaudited statements of income, partners’ capital operation and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said date, heretofore furnished to each ; and (iii) an unaudited pro forma combined balance sheet and calculation of Adjusted System Cash Flow of the Lenders Borrowers and their Subsidiaries as at and for the three months ended May 31, 2001 (or as at and for the three months ended on such later date, prior to the Closing Date, for which such financial statements are complete and correct and available), prepared under the assumption that the Acquisitions had occurred on March 1, 2001. All such financial statements fairly present in all material respects the consolidated actual or pro forma (as the case may be) individual or combined financial position condition of the Parent MLP and its Consolidated Subsidiaries respective entities as at said respective dates and the actual or pro forma (as the case may be) individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Parent MLP nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Broadband Acquired Assets, except as referred or any of the CATV Systems to or reflected or provided for in be acquired pursuant to the Financial StatementsBroadband Acquisition Agreements. Since the date of the Financial StatementsDecember 31, (i) 2000, there has been no material adverse change in the combined financial condition, operations, business or affecting the business, assets, operations or financial condition prospects of the Parent MLP Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in said pro forma financial statements as at said date referred to in clause (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iiiii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.

Financial Condition. (a) The (i) audited consolidated balance sheet Audited Financial Statements, correct and complete copies of which are attached hereto as Schedule 4.5(a), were prepared in accordance with GAAP applied on a consistent basis, except as may be indicated in the Parent MLP notes thereto, and its Consolidated Subsidiaries present fairly the financial position, results of operations, retained earnings and cash flows of Seller as of December 31, 2016 2003, 2002 and the related consolidated statement of income2001, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basisthen ended. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the The Unaudited Financial Statements, correct and complete copies of which are attached hereto as Schedule 4.5(b), were prepared in accordance with GAAP (except for the lack of footnotes, customary year-end adjustments consistent with past practice and other presentation items) applied on a basis consistent with that used in the preparation of the Audited Financial Statements (except as described in Section 4.5(g)) and present fairly the financial condition, results of operations, retained earnings and cash flows of Seller as of and for the quarters ended March 31 and June 30, 2004. (c) As soon as completed, and in any event within twenty (20) days following the end of each month ending subsequent to the date hereof and prior to the Closing Date, Seller shall deliver to Buyer and Atrium correct and complete copies of the unaudited balance sheet of Seller as of the end of each such month and the related statements of earnings for each month then ended. The Financial Statements furnished to Buyer and Atrium after the date hereof pursuant to this Section 4.5(c) will be (i) there has been no material adverse change prepared in or affecting accordance with GAAP applied on a basis consistent with that used in the business, assets, operations or financial condition preparation of the Parent MLP Audited Financial Statements (except for the lack of footnotes, customary year-end adjustments consistent with past practice and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbonsother presentation items), and (ii) subject to the business foregoing, will present fairly the financial condition, results of operations, retained earnings and cash flows of Seller as of and for the month then ended. (d) All Inventory of Seller as set forth in the Financial Statements or on the Closing Balance Sheet, subject to reserves reflected in the Financial Statements, consisted of, and all such inventory as of the Parent MLPClosing Date will consist of, the Borrower raw materials, supplies, work-in-process, goods in transit and the other Restricted Subsidiaries has been conducted only finished goods of a quality and quantity usable or salable in the ordinary course of the Business. The value at which inventories were reflected in the Financial Statements was at the lower of cost or market value adjusted to conform to FIFO inventory valuation principles, all in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year cost. (e) All Accounts Receivable of Seller as set forth in the Financial Statements are, and all such Accounts Receivable which arise between the date hereof and the Closing Date will be, genuine, valid, binding and subsisting, having arisen or arising out of bona fide sales and deliveries of products or the performance of services in the ordinary course of the business consistent with past business practicespractice and, subject to reserves reflected in the Financial Statements or on the Closing Balance Sheet, are collectible in the ordinary course of business, subject to no defenses, counterclaims or set-offs (other than in the ordinary course). (f) Seller has no indebtedness or capitalized lease obligations other than as described on Schedule 4.5(f). (g) The Audited Financial Statements and the Unaudited Financial Statements use different accounting principles in recording partial shipments of products as further described on Schedule 4.5(g).

Financial Condition. (a) The Borrower has heretofore furnished to each of the Lenders the following financial statements: (i) audited consolidated balance sheet sheets of the Parent MLP Borrower and its Consolidated Subsidiaries as of at December 31, 2016 1995 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and LLP, and (ii) the unaudited consolidated balance sheet sheets of the Parent MLP Borrower and its Consolidated Subsidiaries as of June at September 30, 2017 1996 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects and fairly present the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 1996 to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither . None of the Parent MLP nor any Subsidiary Borrower and its Subsidiaries has on the Closing Effective Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1995, there has been no material adverse change in or affecting the consolidated financial condition, operations, business, assets, operations liabilities or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted its Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Guarantor and its Consolidated Subsidiaries as of at December 31, 2016 1999 and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, Price Waterhouse heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as at June 30, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Guarantor and its Consolidated Subsidiaries for the six-month period ended on such date heretofore furnished to the Agent, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the six-month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Guarantor nor any Subsidiary of its Subsidiaries has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, Trade Payables, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02 of the Credit Agreement. Since December 31, 1999, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting neither the business, assets, operations or financial condition business nor the Properties of the Parent MLP Guarantor and its Consolidated Subsidiaries, taken as a whole (exclusive whole, have been materially and adversely affected as a result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Guarantor and its Consolidated Subsidiaries as of at December 31, 2016 31,1996 and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Deloitte & Young Touche LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as at September 30, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Guarantor and its Consolidated Subsidiaries for the ninth month period ended on such date heretofore furnished to the Agent, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Guarantor and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the ninth month period on said dates, all in accordance with GAAP, as applied on a consistent basis. (b) basis(subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Guarantor nor any Subsidiary of its Subsidiaries has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, material contingent liabilities, material liabilities for taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02 of the Credit Agreement. Since December 31, 1996, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting neither the business, assets, operations or financial condition business nor the Properties of the Parent MLP Guarantor or any of its material Subsidiaries have been materially and its Subsidiaries, taken adversely affected as a whole (exclusive result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The (i) audited consolidated balance sheet Company has heretofore furnished to each of the Parent MLP Lenders consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2016 1993 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of Price Waterhouse L.L.P., and the unaudited consolidated and consolidating balance sheets of the Parent MLP Company and its Consolidated Subsidiaries as of June 30at August 31, 2017 1994 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter eight-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and its Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and eight-month period ended on said datesdates (subject, in the case of such financial statements as at August 31, 1993, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) . Neither the Parent MLP Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1993, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower Company and the other Restricted its Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The Projected 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 Projected Pro Forma Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except for the absence of footnotes and subject to year-end adjustments for unaudited financial statements). The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being ny-2096649 v7 recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of December 31, 2016 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Group Members as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and 2020 presents fairly present in all material respects the consolidated financial position condition of the Parent MLP Group Members as at such date. The unaudited consolidated balance sheet of the Group Members as of September 30, 2020 and December 31, 2020, and the related unaudited consolidated statements of income and cash flows for the three and six month periods ended on such dates, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of their operations and its Consolidated Subsidiaries as at said dates and the results of its operations consolidated cash flows for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAPthree and six month periods then ended (subject to normal year‑end audit adjustments). No Group Member has, as applied on a consistent basis. (b) Neither of the Parent MLP nor any Subsidiary has on the Closing Date Effective Date, any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable long‑term commitments, except as including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to or reflected or provided for in this paragraph. During the Financial Statements. Since period from June 30, 2020 to and including the date of the Financial Statementshereof, (i) there has been no Disposition by any Group Member of any material adverse change in part of its business or affecting the business, assets, operations or financial condition of the Parent MLP property and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes not disclosed in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only financial statements referred to in the ordinary course consistent with past business practicesthis paragraph.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of at December 31, 2016 2002 and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of Borrower and its Consolidated Subsidiaries as at September 30, 2003 and their related consolidated statements of income, stockholders' equity and cash flow of Borrower and its Consolidated Subsidiaries for the three and nine month period ended on such date heretofore furnished to the Administrative Agent (collectively, the "FINANCIAL STATEMENTS"), are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the three month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Amendment and Restatement Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since September 30, 2003, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, (i) there has neither the business nor the Properties of Borrower or any Subsidiary have been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP materially and its Subsidiaries, taken adversely affected as a whole (exclusive result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The (i) audited consolidated and consolidating balance sheet sheets of the Parent MLP Company and its Consolidated Subsidiaries as of December at August 31, 2016 1994 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and of cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of Arthur Andersen & Co., and the unaudited consolidated and consolidating balance sheets of the Parent MLP Company and its Consolidated Subsidiaries as of June 30Subsidi▇▇▇▇▇ a▇ ▇▇ ▇▇▇ 31, 2017 1995 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to Credit Agreement each of the Lenders Banks, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Consolidated Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at May 31, 1995, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) . Neither the Parent MLP Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsAugust 31, (i) 1994, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower Company and the other Restricted its Consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. The Obligors have heretofore furnished to each of the Lenders (a) The (i) audited the pro forma consolidated balance sheet sheets of the Parent MLP and its Consolidated Subsidiaries as of at December 31, 2016 1999, and (b) the consolidated and consolidating balance sheets of the Parent and its Subsidiaries as at June 30, 2000 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP and its Consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Parent and its Subsidiaries, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 2000, to normal year-end audit adjustments) all in accordance with GAAP, as generally accepted accounting principles and practices in the United States of America applied on a consistent basis. (b) Neither . None of the Parent MLP nor any Subsidiary Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-long- term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheet as at said date. Since the date of the Financial StatementsJune 30, (i) 2000, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted its Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The unaudited consolidated balance sheet at September 30, 2024 and related unaudited consolidated statements of operations and cash flows related to the Initial Borrower and its Subsidiaries for the nine month period then ended have been prepared in good faith, based on assumptions believed by the Initial Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects the financial condition of the Initial Borrower and its Subsidiaries as at such applicable date, and the results of its operations and cash flows for nine month period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved (iexcept to the extent disclosed therein). (b) The audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of sheets at December 31, 2016 2023 and the related consolidated statement statements of income, partners’ capital operations and consolidated statements of cash flow of flows related to the Parent MLP Initial Borrower and its Consolidated Subsidiaries for the fiscal years year then ended on said dateDecember 31, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and 2023 present fairly present in all material respects the consolidated financial position condition of the Parent MLP Initial Borrower and its Consolidated Subsidiaries as at said dates such date, and the consolidated results of its operations and cash flows for the fiscal year or fiscal quarter ending on said datesthen ended. All such financial statements, including the related schedules and notes thereto, have been prepared in all material respects in accordance with GAAP, as GAAP applied on a consistent basisconsistently throughout the periods involved (except to the extent disclosed therein). (bc) Neither the Parent MLP nor any Subsidiary has on On the Closing Date Date, none of Holdings or any of its Restricted Subsidiaries has any material Debt liability or other obligation (including Disqualified Capital Stock)Indebtedness, Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, long-term leases other than in the ordinary course of business and unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as ) that is not reflected in the financial statements referred to in clause (a) and (b) above or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in notes thereto or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesnot otherwise permitted by this Agreement.

Financial Condition. (a) The (i) audited consolidated balance sheet financial statements of the Parent MLP MMR and its Consolidated Subsidiaries as of at December 31, 2016 2001, and the balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2001 and the related consolidated statement of income, partners’ member's capital and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with in each case as included in the opinion thereon consolidating statements of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP MMR and its Consolidated Subsidiaries as of June 30said date with the opinion thereon of Arthur Andersen LLP heretofore furnishe▇ ▇▇ ▇a▇▇ ▇▇ ▇▇e Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2017 2002 and the related consolidated statement statements of income, partners’ members capital and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal quarter three- month period ended on said date, such date heretofore furnished to each of the Lenders Agent, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the three-month period ended on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, that would be required to be reserved for in the Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since Except as set forth on Schedule 7.10, since March 31, 2002, there has been no change or event having a Material Adverse Effect. Except as set forth on Schedule 7.10, since the date of the Financial Statements, (i) there has been no material adverse change in or affecting neither the business, assets, operations or financial condition business nor the Properties of the Parent MLP Borrower or any Subsidiary have been materially and its Subsidiaries, taken adversely affected as a whole (exclusive result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Parent MLP Borrower and its Consolidated Subsidiaries as of December 31at November 30, 2016 2002 and November 30, 2003 and the related audited consolidated statement statements of incomeoperations, partners’ capital stockholders' equity and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with the opinion thereon reported on by KPMG Peat Marwick and Grant Thornton LLP, respectively, copies of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished which have heretofo▇▇ ▇▇▇▇ ▇▇▇▇▇shed to each of the Lenders Lender, are complete and correct and present fairly present in all material respects the consolidated financial position condition and results of operations of the Parent MLP Borrower and its Consolidated Subsidiaries as at said such dates and the results of its operations for the fiscal year or fiscal quarter ending years which ended on said such dates. The unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at May 31, all 2004 and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the six month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition and results of operations of the Borrower and its Subsidiaries as at such date and for the six month period ended on such date. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applied on a consistent basis. (b) Neither the Parent MLP case may be, and as disclosed therein). Other than the Foreign Exchange Contracts set forth in Schedule 7.1, neither the Borrower nor any Subsidiary has on of its Subsidiaries had, at the Closing Date date of the most recent balance sheet referred to above, any material Debt (including Disqualified Capital Stock)Guarantee Obligation, contingent liabilities, liabilities liability or liability for taxes, or any long-term lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitmentsexchange transaction, except as referred to or which is not reflected or provided for in the Financial Statementsforegoing statements or in the notes thereto. Since Except as set forth in Schedule 7.1, during the period from November 30, 2003 to and including the date of the Financial Statements, (i) hereof there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material adverse change 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 or affecting relation to the business, assets, operations or consolidated financial condition of the Parent MLP Borrower and its SubsidiariesSubsidiaries at November 30, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices2003.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of at December 31, 2016 2004 and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with reported on by PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the opinion thereon consolidated financial condition of Ernst & Young LLP the Borrower and (ii) its consolidated Subsidiaries as at such date, and the consolidated CREDIT AGREEMENT results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of June 30at March 31, 2017 2005 and the related unaudited consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each of the Lenders Lender, are complete and correct and fairly present in all material respects and present fairly the consolidated financial position condition of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as at said dates such date, and the consolidated results of its their operations and their consolidated cash flows for the fiscal year or fiscal quarter ending on said dates, all three-month period then ended (subject to normal year-end audit adjustments). All such financial statements have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applied on a consistent basis. (b) the case may be, and as disclosed therein). Neither the Parent MLP Borrower nor any Subsidiary has on of its consolidated Subsidiaries had, at the Closing Date date of the most recent balance sheet referred to above, any material Debt (including Disqualified Capital Stock)Guarantee outside the ordinary course of business, contingent liabilities, liabilities liability or liability for taxes, or any long-term lease or unusual forward or long-term commitments commitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including, without limitation, any interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitments, exchange transaction (except as referred to or listed on Schedule 3.1 attached hereto), which is not reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in foregoing statements or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesnotes thereto.

Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of 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 in good faith based on 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 the Borrower and its Subsidiaries as of March 31, 2005. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2016 2004, and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the opinion thereon consolidated financial condition of Ernst & Young LLP the Borrower and (ii) its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June 30March 31, 2017 2005, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, copies of which have heretofore been furnished to each of the Lenders are complete and correct and Lender, present fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates such date, and the results of its their operations and cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis. (b) Neither approved by the Parent MLP nor any Subsidiary has on the Closing Date aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reflected or provided for disclosed in the Financial Statements. Since SEC Reports filed prior to the date of hereof . During the Financial Statementsperiod from March 31, (i) 2005 to and including the date hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, Disposition by the Borrower and the other Restricted Subsidiaries of any material part of its business or Property except as has been conducted only expressly disclosed in SEC Reports filed prior to the ordinary course consistent with past business practicesdate hereof.

Financial Condition. (a) The Company has heretofore furnished to each of the Banks (i) audited the consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1994 and the related consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young KPMG Peat Marwick LLP and (ii) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at June 30, 2017 1995 and the related consolidated statement statements of incomeoperations, partners’ capital accounts and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to each of the Lenders . Such financial statements are complete and correct and fairly present in all material respects the consolidated Credit Agreement financial position condition of the Parent MLP Company and its Consolidated Subsidiaries Subsidiaries, as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 1995, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither ; and neither the Parent MLP Company nor any Subsidiary has of its Subsidiaries had on the Closing Date date thereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial Statements, (i) there There has been no material adverse change in or affecting the Property, business, assetsoperations, operations financial condition, liabilities or financial condition capitalization of the Parent MLP Company and its Subsidiaries, Consolidated Subsidiaries taken as a whole (exclusive of changes resulting solely from changes in since the price of Hydrocarbons), and (ii) the business last day of the Parent MLPfiscal year of the Company as to which financial statements have most recently been delivered pursuant to Section 8.01(b) hereof (or, the Borrower and the other Restricted Subsidiaries has if no such financial statements have yet been conducted only in the ordinary course consistent with past business practicesdelivered, since June 30, 1995).

Financial Condition. (a) The (i) audited consolidated balance sheet Obligors have heretofore furnished to each of the Parent MLP Funding Parties the consolidated and consolidating balance sheets of the Company and its Consolidated Subsidiaries as of at December 31, 2016 1999 and the related consolidated statement and consolidating statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of Arthur Andersen LLP, and the unaudited consolidated and consoli▇▇▇▇▇▇ ▇▇▇▇▇▇▇ sheets of the Parent MLP Company and its Consolidated Subsidiaries as of June 30at March 31, 2017 2000 and the related consolidated statement and consolidating statements of income, partners’ capital income and cash flow retained earnings of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Obligors, and its Consolidated Subsidiaries (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Obligors, as at said dates and the consolidated and unconsolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither , except as otherwise indicated in the Parent MLP nor any Subsidiary notes thereto. None of the Obligors has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case, of a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1999, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only Obligors from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. The Company has furnished to each Lender: (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Company as of December 31, 2016 20162024, and the related consolidated statement of income, partnersoperations and stockholders’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries equity or deficiency for the fiscal years year ended on said date, with said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the opinion thereon of Ernst & Young LLP and Required Lenders; and (iib) The unaudited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Company as of June March 31September 30, 2017 20172025, and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries operations for the fiscal quarter ended on said date, heretofore furnished Quarter then ended. All financial statements referred to each of the Lenders above (i) are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Parent MLP unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments), (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as at said otherwise expressly noted therein, and (iii) fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Company and its Restricted Subsidiaries had on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in the Financial Statements. Since the date said financial statements of the Financial StatementsCompany and its consolidated Subsidiaries as of said respective dates or as disclosed to the Lenders in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Amendment No. 25 Effective Date, (i) since December 31, 20192024, there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheet as of December 31, 20192024 included in said financial statements) or the businesses or operations of the Parent MLP Company and its Subsidiaries, the Restricted Subsidiaries taken as a whole on a pro forma combined basis (exclusive of changes resulting solely from changes in after giving effect to the price of Hydrocarbons), and (ii) Indebtedness contemplated to be incurred on the business of the Parent MLP, the Borrower Amendment No. 25 Effective Date and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesuse of proceeds thereof).

Financial Condition. (a) The Borrowers have heretofore furnished to the Lenders the following financial statements: (i) the audited consolidated financial statements of Mediacom LLC, including consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries sheets, as of December 31, 2016 2011 and 2012, and the related audited consolidated statement statements of income, partners’ capital operation and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said datesuch respective dates, with the opinion thereon of Ernst & Young LLP and certified by PricewaterhouseCoopers LLP; (ii) consolidated balance sheet the audited combined financial statements of the Parent MLP Borrowers and its Consolidated Subsidiaries their Subsidiaries, including combined balance sheets, as of June 30December 31, 2017 2011 and 2012, and the related consolidated statement audited combined statements of income, partners’ capital operation and cash flow for the years ended on such respective dates; and (iii) the unaudited combined financial statements of the Parent MLP Borrowers and its Consolidated Subsidiaries their Subsidiaries, including combined balance sheets as of September 30, 2013 and the related unaudited combined statements of operation and cash flow for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders are complete and correct and . All such financial statements fairly present in all material respects the consolidated individual or combined financial position condition of the Parent MLP and its Consolidated Subsidiaries respective entities as at said such respective dates and the individual or combined results of its their operations for the fiscal year or fiscal quarter ending applicable periods ended on said such respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. basis (b) Neither subject to ordinary year end adjustments and footnotes). As of the Parent MLP nor any Subsidiary has on the Closing Date any date hereof, there are no material Debt (including Disqualified Capital Stock), contingent liabilities, material liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated material losses from any unfavorable commitmentscommitments of the Borrowers and their Subsidiaries, except as referred to or reflected or provided for in the Financial Statementsbalance sheets as at September 30, 2013 referred to above. Since the date of the Financial StatementsDecember 31, (i) 2012, there has been no material adverse change and no change, event or circumstance that could reasonably be expected to cause a material adverse change in or affecting the business, assetscombined financial condition, operations or financial condition business of the Parent MLP Borrowers and its Subsidiaries, their Subsidiaries taken as a whole from that set forth in such audited financial statements as at such date referred to in clauses (exclusive of changes resulting solely from changes in the price of Hydrocarbons), i) and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesabove.

Financial Condition. MEDIA has been operating a business at ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ (the "BUSINESS"). Effective April 22, 1999, the SHAREHOLDERS contributed all of the assets of the BUSINESS to MEDIA in exchange for Three Hundred Twenty Five Thousand (325,000) of MEDIA's stock. The assets and liabilities of the BUSINESS were contributed by the SHAREHOLDERS at the net book value as of April 30, 1999. The SHAREHOLDERS have delivered to SWC, a closing balance sheet and related statement of income for the period commencing January 1, 1999 and ending April 30, 1999 for the BUSINESS and the opening balance sheet dated April 30, 1999 of MEDIA (collectively herein sometimes referred to as the "FINANCIAL STATEMENTS"). The FINANCIAL STATEMENTS present fairly the results of operations of for the period indicated and each such statement presents fairly the information purported to be shown therein. The FINANCIAL STATEMENTS are correct and complete and are in accordance with the books and records of the SHAREHOLDERS and MEDIA and are attached hereto as Exhibit C. The liabilities of MEDIA as of the Closing shall not exceed Fifty Two Thousand Dollars ($52,000.00). (a) The (i) audited consolidated balance sheet There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of the Parent MLP and its Consolidated Subsidiaries BUSINESS other than as of December 31, 2016 and shown on the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all in accordance with GAAP, as applied on a consistent basisFINANCIAL STATEMENTS. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date The operations and activities of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has BUSINESS have been conducted in all respects only in the ordinary course consistent with past business practicescourse. (c) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the products or services of the BUSINESS which MEDIA or the SHAREHOLDERS expects will not be profitable. (d) The BUSINESS has not suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. (e) There is no fact known to MEDIA or the SHAREHOLDERS which materially adversely affects or in the future (as far as MEDIA, or the SHAREHOLDERS can foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of MEDIA; PROVIDED, HOWEVER, that MEDIA and the SHAREHOLDERS express no opinion as to political or economic matters of general applicability.

Financial Condition. (a) The (i) audited State Auto Mutual has heretofore furnished to each of the Lenders consolidated balance sheet sheets of the Parent MLP State Auto Financial and its Consolidated Subsidiaries as of at December 31, 2016 2002 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP State Auto Financial and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP LLP, and (ii) the unaudited consolidated balance sheet sheets of the Parent MLP State Auto Financial and its Consolidated Subsidiaries as of at June 30, 2017 2003 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow flows of the Parent MLP State Auto Financial and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders are complete and correct and . All such financial statements present fairly present in all material respects the consolidated financial position condition of the Parent MLP State Auto Financial and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at June 30, 2003, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither the Parent MLP . None of State Auto Financial nor any Subsidiary of its Material Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsJune 30, (i) 2003, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole of State Auto Financial and its Subsidiaries from that set forth in said financial statements as at June 30, 2003. (exclusive b) State Auto Mutual has heretofore furnished to each of changes resulting solely from changes the Lenders the annual Statutory Statement of each Insurance Entity for the fiscal year ended December 31, 2002, and the quarterly Statutory Statement of each Insurance Entity for the fiscal quarter ended June 30, 2003, in each case as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly in all material respects the financial condition of each Insurance Entity as at, and the results of operations for, the fiscal year ended December 31, 2002, and fiscal quarter ended June 30, 2003, in accordance with statutory accounting practices prescribed or permitted by the Applicable Insurance Regulatory Authority. Since June 30, 2003, there has been no material adverse change in the price consolidated financial condition, operations, business or prospects taken as a whole of Hydrocarbons)State Auto Mutual from that set forth in said Statutory Statement as at June 30, and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices2003.

Financial Condition. (a) The Company has heretofore furnished to each of the Banks (ia) audited the consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of December at October 31, 2016 1996 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP KPMG Peat Marwick and (iib) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated Credit Agreement --------------- Subsidiaries as of June at April 30, 2017 1997 and the related consolidated statement statements of income, partners’ capital operations and cash flow flows of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter three- month period ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly All such financial statements present fairly, in all material respects respects. the consolidated financial position of the Parent MLP Company and its Consolidated Subsidiaries as at said dates and the results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject in the case of such financial statements as at April 30, 1997 to normal year-end audit adjustments), all in accordance conformity with GAAP, as applied on a consistent basis. (b) Neither generally accepted accounting principles in the Parent MLP United States of America. None of the Company nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said financial statements (or in the Financial Statementsnotes thereto) as at said dates. Since the date of the Financial StatementsOctober 31, (i) 1996, there has been no material adverse change in or affecting the consolidated business, assets, operations or financial condition of the Parent MLP Company and its Subsidiaries, Subsidiaries taken as a whole from that set forth in said financial statements as at said dates. (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iib) the business The Company has heretofore furnished to each of the Parent MLPBanks the annual and quarterly Statutory Statements of each of its Material Insurance Subsidiaries for the fiscal year ended October 31, 1996 and for the quarterly fiscal period ended April 30, 1997 as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly, in all material respects, the Borrower financial condition of each Insurance Subsidiary. respectively, as at the respective dates thereof and its results of operations through fiscal year ended on October 31, 1996 and the other Restricted Subsidiaries has been conducted only quarterly fiscal period ended April 30, 1997, in accordance with statutory accounting practices prescribed or permitted by the ordinary course consistent with past business practicesApplicable Insurance Regulatory Authority.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of December 31at September 27, 2016 1997 and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with reported on (only in the opinion thereon case of such annual statements) by Ernst & Young LLP and (ii) consolidated balance sheet LLP, copies of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, which have heretofore been furnished to each of the Lenders Lender, are complete and correct and present fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as at said dates such date, and the consolidated results of its their operations and their consolidated cash flows for the fiscal year or fiscal quarter ending on said datesthen ended. All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis. (b) disclosed therein). Neither the Parent MLP Borrower nor any Subsidiary has on of its consolidated Subsidiaries had, at the Closing Date date of the balance sheets referred to above, any material Debt (including Disqualified Capital Stock)Guarantee Obligation, contingent liabilities, liabilities or liability for taxes, long-term lease or unusual forward or long-term commitments commitment, including, without limitation, any material interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitmentsexchange transaction, except as referred to or which is not reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in foregoing statements or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), notes thereto. The revised eight-year financial and (ii) the business of the Parent MLP, operational projections for the Borrower and its Subsidiaries (including the other Restricted Apparel Fabrics Business) for the fiscal years of 1998 through 2005 delivered to the Agent prior to the Closing Date (the "Projections"), constitute a reasonable basis as of the Closing Date for the assessment of the future performance of the Borrower and its Subsidiaries has been conducted only (including the Apparel Fabrics Business) during the periods indicated therein, it being understood that any projected financial information represents projections, based on various assumptions, of future results of operations which may or may not in the ordinary course consistent with past business practicesfact occur and no assurance can be given that such results will be achieved.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Guarantor and its Consolidated Subsidiaries as of at 31 December 31, 2016 2004 and the related consolidated statement statements of incomeearnings, partners’ capital and cash flow and common shareholders’ equity of the Parent MLP Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Deloitte & Young LLP Touche LLP, and (ii) the unaudited consolidated balance sheet of the Parent MLP Guarantor and its Consolidated Subsidiaries as of June 30, 2017 at 30 September 2005 and the related consolidated statement statements of income, partners’ capital earnings and cash flow of the Parent MLP Guarantor and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said date, in each case heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Guarantor and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending year, and three-month period ended on said datesdates (subject, in the case of such financial statements as at 30 September 2005, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) . Neither the Parent MLP Guarantor nor any Subsidiary has of its Material Subsidiaries had, on the Closing Date said dates, any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized unrealised or anticipated losses from any unfavorable unfavourable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial Statements30 September 2005, (i) there has been no material adverse change event or condition that could result in or affecting a Material Adverse Effect. (b) The Guarantor has prepared and delivered to the businessFacility Agent selected, assets, operations or unaudited financial data with respect to the financial condition and results of operation of the Parent MLP and its Subsidiaries, taken Company as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)at, and (ii) for the business period from 1 January 2005 to 30 September 2005. Such financial data was prepared in accordance with the Guarantor’s internal management reporting and consolidation processes but does not constitute a complete financial statement of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesCompany.

Financial Condition. (a) The In the case of Avangrid, Avangrid has heretofore provided the Lenders with audited consolidated financial statements of such Borrower and its Subsidiaries consisting of a consolidated balance sheet as at December 31, 2015, and the related consolidated statements of income, changes in common stock equity and cash flows audited by Ernst & Young LLP, independent certified public accountants and (b) in the case of the Subsidiary Borrowers, such Borrower has heretofore provided the Lenders with (i) audited consolidated financial statements of such Borrower and its Subsidiaries consisting of a consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of at December 31, 2016 2014, and the related consolidated statement statements of income, partners’ capital changes in common stock equity and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said date, with the opinion thereon of flows audited by Ernst & Young LLP or PricewaterhouseCoopers, LLP, as applicable, independent certified public accountants and (ii) unaudited consolidated balance sheet of financial statements for the Parent MLP and its Consolidated Subsidiaries as of quarterly periods ended March 31, 2015, June 30, 2017 2015 and the September 30, 2015, together with related consolidated statement statements of income, partners’ capital changes in common stock equity and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter ended respective periods ending on said datesuch dates. All such consolidated financial statements, heretofore furnished to each of including the Lenders are complete related schedules and correct and any notes thereto, fairly present in all material respects the consolidated financial position of the Parent MLP such Borrower and its Consolidated Subsidiaries as at said of the dates thereof and the results of its operations and changes in its common stock equity and cash flows for the fiscal year or fiscal quarter ending on said datesperiods then ended, all in accordance with GAAP, as GAAP applied on a consistent basis. (b) Neither . Since December 31, 2015, in the Parent MLP nor case of Avangrid, Inc., and December 31, 2014, in the case of the Subsidiary Borrowers, there has not occurred any Subsidiary event, development or circumstance that has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward had or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscould reasonably be expected to have a Material Adverse Effect, except as referred may have been disclosed in Avangrid’s Registration Statement on Form ▇-▇, ▇▇▇▇▇▇▇▇’s Annual Report on Form 10-K for the year ended December 31, 2015 and any Current Report on Form 8-K of Avangrid or UIL Holdings Corporation, in each case as filed with the SEC prior to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesClosing Date.

Financial Condition. (a) The (i) audited consolidated balance sheet sheets of the Parent MLP ------------------- Guarantor and its Consolidated Subsidiaries as of at December 3129, 2016 1989 and the related consolidated statement statements of income, partners’ capital income and cash flow retained earnings of the Parent MLP Guarantor and its Consolidated Subsidiaries for the fiscal years year ended on said date, date with the opinion thereon (in the case of Ernst & Young LLP and (ii) said consolidated balance sheet and statements) of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., and the unaudited consolidated balance sheets of the Parent MLP Guarantor and its Consolidated Subsidiaries as of at June 3015, 2017 1990 and the related consolidated statement statements of income, partners’ capital income and cash flow retained earnings of the Parent MLP Guarantor and its Consolidated Subsidiaries for the fiscal quarter Accounting Quarter ended on said such date, heretofore furnished to each of the Lenders Bank, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Guarantor and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and Accounting Quarter ended on said datesdates (subject, in the case of such financial statements as at June 15, 1990, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) . Neither the Parent MLP Guarantor nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsJune 15, (i) 1990, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower Guarantor and the other Restricted its Consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. The Company has furnished to each Bank: (a) The (i) audited consolidated balance sheet of the Parent MLP Company and its Consolidated consolidated Subsidiaries as of at December 31, 2016 1997, and the related consolidated statement statements of incomeoperations, partners’ capital stockholders' equity (deficiency) and cash flow flows for the fiscal year ended on said date, said financial statements having been certified by KPMG Peat Marwick; (b) The unaudited consolidated balance sheets of the Parent MLP Company and its Consolidated consolidated Restricted Subsidiaries as at December 31, 1997, and the related consolidated statements of operations, stockholders' equity (deficiency) and cash flows for the fiscal year ended on said date; and (c) the respective combined balance sheets of the TKR New Jersey/New York Systems and the TCI New Jersey and New York Systems, in each case as at December 31, 1995, December 31, 1996 and December 31, 1997, and the respective related combined statements of operations or earnings, parent's investment or combined deficit and cash flows for the fiscal years ended on said datedates, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished financial statements having been certified by KPMG Peat Marwick. All financial statements referred to each of the Lenders above are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Parent MLP unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and/or consolidated basis to the extent so indicated above, as at said the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates. None of the Company, all in accordance with GAAP, as applied its Restricted Subsidiaries and the New York/New Jersey Companies had on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Financial Statements. Since Banks in writing prior to the date of hereof. Except as disclosed to the Financial StatementsBanks in writing prior to the date hereof, (i) since December 31, 1997 there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheets as at December 31, 1997 included in said financial statements) or the businesses or operations of the Parent MLP Company, the Restricted Subsidiaries and its Subsidiaries, the New York/New Jersey Companies taken as a whole (exclusive on a pro forma combined basis. As of changes resulting solely from changes the Effective Date, except as disclosed to the Banks in writing prior to the date hereof, since December 31, 1997 there has been no material adverse change in the price of Hydrocarbons), and (ii) financial condition or the business businesses or operations of the Parent MLPNew York/New Jersey Companies taken as a whole on a combined basis from that shown by the balance sheets as at December 31, 1997 included in said financial statements for the Borrower New York/New Jersey Companies (it being understood that for purposes of this sentence the New York/New Jersey Companies shall be deemed to have owned all of the assets acquired by the New York/New Jersey Companies pursuant to the TCI Acquisition for all periods covered by said balance sheets until and including the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesEffective Date).

Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries (giving effect to Borrower’s acquisition of its Subsidiaries and Oil and Gas Properties) as of December 31at September 30, 2016 2004, and the their related consolidated statement statements of income, partnersowners’ capital equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years three month period ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, such date heretofore furnished to each of the Lenders are Administrative Agent, are/is complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the three month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since the date of the Financial StatementsBorrower’s most recent consolidated balance sheet delivered to the Administrative Agent, (i) there has been no material adverse change in or affecting event having a Material Adverse Effect. Since the business, assets, operations or financial condition date of the Parent MLP Borrower’s most recent consolidated balance sheet delivered to the Administrative Agent, neither the business nor the Properties of the Borrower or any Subsidiary have been materially and its Subsidiaries, taken adversely affected as a whole (exclusive result of changes resulting solely from changes in the price any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of Hydrocarbons)Property or cancellation of contracts, and (ii) the business permits or concessions by any Governmental Authority, riot, activities of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesarmed forces or acts of God or of any public enemy.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of December 31at June 27, 2016 1998 and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with the opinion thereon of reported on by Ernst & Young LLP LLP, copies of which have heretofore been furnished to each Lender, are complete and (ii) 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 fiscal year then ended. The unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of June 30, 2017 at September 30 1998 and the related unaudited consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each of the Lenders Lender, are in all material respects complete and correct and present fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from September 30, 1998 to and including the date hereof, except as disclosed by the Borrower on Schedule 7.1 hereto, there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at September 30, 1998. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 30, 1998, 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 Refinancing, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date, (iv) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and (v) the payment of all material respects 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 Parent MLP Borrower and its Consolidated Subsidiaries as at said dates November 30, 1998, 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 results Borrower and its consolidated Subsidiaries, copies of its operations for which have heretofore been furnished to the fiscal year or fiscal quarter ending on said datesLenders, all 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 applied on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since of the date of the Financial Statementsdelivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, (i) there has been no or omit to state any material adverse change fact which would render them misleading in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesany material respect.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1997 and the related consolidated statement statements of income, partners’ capital shareholders' equity and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP KPMG Peat Marwick LLP, and (ii) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of June at September 30, 2017 1998 and the related consolidated statement statements of income, partners’ capital income and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders Lenders, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and nine-month period ended on said datesdates (subject, in the case of such financial statements as at September 30, 1998, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. basis (bprovided that such financial statements may contain condensed footnotes prepared in accordance with Rule 10-01(a)(5) of Securities and Exchange Commission Regulation S-X). Neither the Parent MLP Company nor any Subsidiary has of its Subsidiaries had on the Closing Date said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, in each case material to the Company and its Consolidated Subsidiaries taken as a whole, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 1998, there has been no material adverse change in or affecting the business, assetsconsolidated financial condition, operations or financial condition of the Parent MLP and its Subsidiaries, business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower Company and the other Restricted its Consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The (i) audited Obligors have heretofore furnished to the Lender a consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1999 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Deloitte & Young LLP Touche, and (ii) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of June 30at March 31, 2017 2000 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and three-month period ended on said datesdates (subject, in the case of such financial statements as at March 31, 2000, to normal year-end audit adjustments), all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither . None of the Parent MLP Obligors nor any Subsidiary of their respective Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsDecember 31, (i) 1999, there has been no material adverse change in the consolidated financial condition, operations, business or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, prospects taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower Company and the other Restricted its Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of March 31, 2011 (including the notes thereto)(the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its Subsidiaries as of March 31, 2011. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2016 2010, and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the opinion thereon consolidated financial condition of Ernst & Young LLP the Borrower and (ii) its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June 30March 31, 2017 2011, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, copies of which have heretofore been furnished to each of the Lenders are complete and correct and Lender, present fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates such date, and the results of its their operations and cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal year‑end audit adjustments and the absence of footnotes). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis. (b) Neither approved by the Parent MLP nor any Subsidiary has on the Closing Date aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable long‑term commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reflected or provided for disclosed in the Financial Statements. Since SEC Reports filed prior to the date of hereof. During the Financial Statementsperiod from March 31, (i) 2011 to and including the date hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, Disposition by the Borrower and the other Restricted Subsidiaries of any material part of its business or Property except as has been conducted only expressly disclosed in SEC Reports filed prior to the ordinary course consistent with past business practicesdate hereof.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Company and its Consolidated the consolidated Subsidiaries as of December 31at January 2, 2016 1995 and the related consolidated statement statements of incomeoperations, partners’ capital cash flows and cash flow changes in shareholders' equity of the Parent MLP Company and its Consolidated the consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Price Waterhouse & Young LLP Co., and (ii) the unaudited consolidated balance sheet of the Parent MLP Company and its Consolidated the consolidated Subsidiaries as of June 30at July 2, 2017 1995 and the related consolidated statement statements of incomeoperations, partners’ capital cash flows and cash flow changes in Shareholders' equity of the Parent MLP Company and its Consolidated the consolidated Subsidiaries for the fiscal quarter six-month period ended on said such date, heretofore furnished to the Agent and each of the Lenders Bank, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Company and its Consolidated the consolidated Subsidiaries as at said dates and the consolidated results of its their operations for the fiscal year or fiscal quarter ending and six-month period ended on said dates, subject, in the case of such financial statements as at July 2, 1995, to normal year-end adjustments all in accordance conformity with GAAP, as generally accepted accounting principles applied on a consistent basis. (b) Neither . As at such dates, neither the Parent MLP Company nor any Subsidiary has on the Closing Date of its Subsidiaries had any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates and except as are not required by generally accepted accounting principles and practices to be disclosed on the Financial Statementsfinancial statements referred to herein. Since the date of the Financial StatementsJanuary 2, (i) 1995, there has been no material adverse change in or affecting the business, assets, operations or consolidated financial condition of or operations, or the Parent MLP and its Subsidiaries, prospects or business taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons)whole, and (ii) the business of the Parent MLP, the Borrower Company and the other Restricted its consolidated Subsidiaries has been conducted only from that set forth in the ordinary course consistent with past business practicessaid financial statements as at said date.

Financial Condition. The Obligors have furnished to each Bank: (a) The (i) audited consolidated the respective combined balance sheet sheets of the Parent MLP TKR New Jersey/New York Systems and its Consolidated Subsidiaries the TCI New Jersey and New York Systems, in each case as of at December 31, 2016 1995 and as at December 31, 1996, and the respective related consolidated statement combined statements of incomeoperations or earnings, partners’ capital Parent's Investment or Combined Deficit and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years ended on said datedates, with said financial statements having been certified by KPMG Peat Marwick; and (b) the opinion thereon of Ernst & Young LLP pro forma unaudited combined and (ii) consolidated balance sheet sheets of the Parent MLP Obligors and its Consolidated Subsidiaries their respective consolidated Subsidiaries, as of June at September 30, 2017 1997, and the related unaudited combined and consolidated statement statements of incomeoperations, partners’ capital stockholders' equity (deficiency) and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter nine months ended on said date, heretofore furnished . All financial statements referred to each of the Lenders above are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Parent MLP unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments) and fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a combined and consolidated basis to the extent so indicated above, as at said the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Obligors and their Subsidiaries had on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements as at said respective dates or as disclosed to the Financial Statements. Since Banks in writing prior to the date of hereof. Except as disclosed to the Financial StatementsBanks in writing prior to the date hereof, (i) since December 31, 1996 there has been no material adverse change in or affecting the business, assets, operations or financial condition or the businesses or operations of the Parent MLP Obligors and its Subsidiaries, their Subsidiaries taken as a whole on a combined and consolidated basis from that shown by the balance sheets as at December 31, 1996 included in said financial statements for the Obligors and their respective Subsidiaries (exclusive it being understood that for purposes of changes resulting solely from changes in this sentence the price of Hydrocarbons), Obligors and (ii) the business their respective Subsidiaries shall be deemed to have owned all of the Parent MLP, assets acquired by the Borrower Obligors and their respective Subsidiaries pursuant to the other Restricted Subsidiaries has been conducted only in TCI Acquisition for all periods covered by said balance sheets until and including the ordinary course consistent with past business practicesEffective Date).

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Buckeye Partners and its Consolidated Subsidiaries as of at December 31, 2016 1997 and the related consolidated statement of income, partners’ capital equity and cash flow of the Parent MLP Buckeye Partners and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst Deloitte & Young Touche LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of Buckeye Partners and its Consolidated Subsidiaries as at September 30, 1998 and their related consolidated statements of income, equity and cash flow of Buckeye Partners and its Consolidated Subsidiaries for the nine month period ended on such date heretofore furnished to the Agent, are complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Buckeye Partners and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the nine month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments and the lack of footnotes). Neither the Parent MLP Buckeye Partners nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since December 31, 1997, there has been no change or event having a Material Adverse Effect which is continuing. Since the date of the Financial Statements, neither the business nor the Properties (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (iiwhole) the business of the Parent MLPBorrower, the Borrower any Guarantor or any Restricted Affiliate have been materially and the adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practiceslabor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy which is continuing.

Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as at March 31, 2006 (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 presents fairly in all material respects on a pro forma basis the estimated financial position of the Parent 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 Parent and its Subsidiaries as at December 31, 2016 2005 and December 31, 2004 and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years ended on said datesuch dates, present fairly in all material respects in accordance with GAAP the opinion thereon consolidated financial condition of Ernst & Young LLP the Parent and (ii) its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30at March 31, 2017 2006, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, heretofore furnished to each of the Lenders are complete and correct and present fairly present in all material respects in accordance with GAAP the consolidated financial position condition of the Parent MLP and its Consolidated consolidated Subsidiaries as at said dates such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal period-end adjustments). As of the Closing Date, all in accordance with GAAP, as applied on a consistent basis. (b) Neither the Parent MLP nor and its Subsidiaries do not have any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to or reflected or provided for in this paragraph (other than contingent liabilities arising in the Financial Statementsordinary course of business or as disclosed on Schedule 4.1(b)). Since Except as set forth on Schedule 4.1(b), during the period from December 31, 2005 to and including the date of the Financial Statements, (i) hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of Disposition by the Parent MLP and or its Subsidiaries, taken as a whole (exclusive consolidated Subsidiaries of changes resulting solely from changes any part of its business or Property with an aggregate Fair Market Value in the price excess of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices$2,000,000.

Financial Condition. The Company has furnished to each Lender: (a) The (i) audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Company as of December 31, 2016 2016, and the related consolidated statement of income, partnersoperations and stockholders’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries equity or deficiency for the fiscal years year ended on said date, with said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the opinion thereon of Ernst & Young LLP and Required Lenders; and (iib) The unaudited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Company as of June 30March 31, 2017 2017, and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries operations for the fiscal quarter ended on said date, heretofore furnished Quarter then ended. All financial statements referred to each of the Lenders above (i) are complete and correct and fairly present in all material respects (subject, in the consolidated financial position case of the Parent MLP unaudited financial statements referred to above, to year-end and its Consolidated Subsidiaries audit adjustments), (ii) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as at said otherwise expressly noted therein, and (iii) fairly present the financial condition of the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in such financial statements and the results of its operations of such entity or groups of entities for the fiscal year or fiscal quarter ending respective periods ended on said dates, all in accordance with GAAP, as applied . None of the Company and its Restricted Subsidiaries had on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date of said dates any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxesTaxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitmentscommitments or operations which are substantial in amount, except as referred to or reflected or provided for in the Financial Statements. Since the date said financial statements of the Financial StatementsCompany and its consolidated Subsidiaries as of said respective dates or as disclosed to the Lenders in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Closing Date, (i) since December 31, 2016, there has been no material adverse change in or affecting the business, assets, operations or financial condition (from that shown by the respective balance sheet as of December 31, 2016 included in said financial statements) or the businesses or operations of the Parent MLP Company and its Subsidiaries, the Restricted Subsidiaries taken as a whole on a pro forma combined basis (exclusive of changes resulting solely from changes in after giving effect to the price of Hydrocarbons), and (ii) Indebtedness contemplated to be incurred on the business of the Parent MLP, the Borrower Closing Date and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesuse of proceeds thereof).

Financial Condition. (a) The (i) Seller has delivered to the Purchaser true and correct copies of the following, initialled by the President and a Vice President of Seller: audited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Seller as of December 31, 2016 and 1998; the related audited consolidated statement of incomeincome and consolidated statement of retained earnings, partners’ capital and consolidated statement of cash flow flows of the Parent MLP and its Consolidated Subsidiaries Seller for the fiscal years year ended on said dateDecember 31, with 1998; the opinion thereon of Ernst & Young LLP and (ii) unaudited consolidated balance sheet of the Parent MLP Seller at November 30, 1999; and its Consolidated the unaudited consolidated statement of income of the Seller for the 11 months ended November 30, 1999. Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of Seller and the Seller Subsidiaries as of June 30, 2017 and the related its date; each such consolidated statement of income, partners’ capital income and cash flow consolidated statement of retained earnings presents fairly the Parent MLP results of operations of Seller and its Consolidated the Seller Subsidiaries for the fiscal quarter ended on said dateperiod indicated; and each such consolidated statement of cash flows presents fairly the information purported to be shown therein. The financial statements referred to in this Section 2.03 have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved and are in accordance with the books and records of Seller and the Seller Subsidiaries. Except as set forth in Schedule 2.03 hereto, heretofore furnished since December 31, 1998 and since November 30, 1999: (a) There has at no time been a material adverse change in the financial condition, results of operations, business, properties, assets, liabilities, or, to the best knowledge of Seller, future prospects of Seller or any Seller Subsidiary; and each of Seller and each of the Lenders are complete and correct and fairly present Seller Subsidiaries has operated consistently in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and with the results of its operations for the fiscal year or fiscal quarter ending on said dates, all referred to in accordance with GAAP, as applied on a consistent basisLast Seller Financial Statements. (b) Neither the Parent MLP Seller nor any Seller Subsidiary has on the Closing Date authorized, declared, paid, or effected any material Debt (including Disqualified Capital Stock)dividend or liquidating or other distribution in respect of its capital stock or any direct or indirect redemption, contingent liabilitiespurchase, liabilities for taxes, unusual forward or long-term commitments other acquisition of any stock of Seller or unrealized or anticipated losses from any unfavorable commitmentsSeller Subsidiary, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, liquidation contemplated by Section 4.04 hereof. (ic) there has been no material adverse change in or affecting the business, assets, The operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower Seller and the other Restricted Subsidiaries has each Seller Subsidiary have been conducted in all material respects only in the ordinary course of business consistent with past business practices. (d) There has been no accepted purchase order or quotation, arrangement, or understanding for future sale of the products or services of Seller or of any Seller Subsidiary which in the reasonable expectation of Seller or any Seller Subsidiary will not be profitable. (e) Neither Seller nor any Seller Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of substantial value. (f) Neither Seller nor any Seller Subsidiary has paid or incurred any tax, other liability, or expense resulting from the preparation of, or the transactions contemplated by, the Transaction Agreements, it being understood that stockholders of the Seller shall have paid or will pay all such taxes (including sales and use taxes resulting from the Transaction Agreements or the transactions contemplated thereby and in connection therewith), liabilities, and expenses. There is no fact known to Seller or any Seller Subsidiary which materially adversely affects or in the future (as far as Seller or any Seller Subsidiary can foresee) may materially adversely affect the financial condition, results of operations, business, properties, assets, liabilities, or future prospects of Seller, of any Seller Subsidiary, or of HEcom; provided, however, that Seller and the Seller Subsidiaries express no opinion as to political or economic matters of general applicability. No Seller Subsidiary owns or holds any properties or assets, is liable for any liabilities, or has conducted any business or operations.

Financial Condition. (a) The (i) audited unaudited pro forma consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of March 31, 2009 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared in good faith based on information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of the Borrower and its Subsidiaries as of March 31, 2009. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2016 2008, and the related consolidated statement statements of income, partners’ capital income and of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year ended on said such date, with reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the opinion thereon consolidated financial condition of Ernst & Young LLP the Borrower and (ii) its Subsidiaries as at such date, and the results of their operations and cash flows for the period then ended. The unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of June 30March 31, 2017 2009, and the related unaudited consolidated statement statements of income, partners’ capital income and cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter three-month period ended on said such date, copies of which have heretofore been furnished to each of the Lenders are complete and correct and Lender, present fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates such date, and the results of its their operations and cash flows for the fiscal year or fiscal quarter ending on said datesthree-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAP, GAAP applied consistently throughout the periods involved (except as applied on a consistent basis. (b) Neither approved by the Parent MLP nor any Subsidiary has on the Closing Date aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Debt (including Disqualified Capital Stock)Guarantee Obligations, contingent liabilities, liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or reflected or provided for disclosed in the Financial Statements. Since SEC Reports filed prior to the date of hereof. During the Financial Statementsperiod from March 31, (i) 2009 to and including the date hereof there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, Disposition by the Borrower and the other Restricted Subsidiaries of any material part of its business or Property except as has been conducted only expressly disclosed in SEC Reports filed prior to the ordinary course consistent with past business practicesdate hereof.

Financial Condition. (a) The (i) audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidating balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries by principal operating group as of December 31at September 30, 2016 and 2000, the related consolidated unaudited consolidating statement of income, partners’ capital operations and cash flow retained earnings for the portion of the Parent MLP and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June September 30, 2017 and the related consolidated statement 2000, certified by a Responsible Officer, copies of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidating financial condition of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries by principal operating group as at said dates such date, and the consolidating results of its their operations for the fiscal year or fiscal quarter ending on said datesthen ended. All such financial statements, all including the related schedules and notes thereto, have been prepared in accordance with GAAPGAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as applied on a consistent basis. (b) the case may be, and as disclosed therein). Neither the Parent MLP Borrower nor any Subsidiary has on of its consolidated Subsidiaries had, at the Closing Date date of the most recent balance sheet referred to above, any material Debt (including Disqualified Capital Stock)Guarantee Obligation, contingent liabilities, liabilities liability or liability for taxes, or any long-term lease or unusual forward or long-term commitments commitment, including, without limitation, any interest rate or unrealized foreign currency swap or anticipated losses from any unfavorable commitmentsexchange transaction, except as which is not reflected in the foregoing statements or referred to or reflected or provided for in the Financial Statementsnotes thereto. Since During the period from September 30, 2000 to and including the date of the Financial Statements, (i) hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material adverse change 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 or affecting relation to the business, assets, operations or consolidated financial condition of the Parent MLP Borrower and its Subsidiariesconsolidated Subsidiaries at September 30, taken 2000 (except as a whole (exclusive of changes resulting solely from changes otherwise disclosed in writing to the price of HydrocarbonsBanks prior to the Closing Date and as set forth on Schedule 5.1 hereto), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The (i) audited unaudited consolidated financial statements of Carlisle Leasing International LLC and its Subsidiaries dated March 31, 2007, copies of which have been furnished to the Agent on or before the Closing Date, have been prepared in accordance with GAAP and present fairly in all material respects the financial position of Carlisle Leasing International LLC and its Subsidiaries on a consolidated basis as at the date thereof, and the results of operations and statements of cash flows for the period then ended, subject to normal year-end audit adjustments and the absence of footnotes. The unaudited consolidated financial statements of Interpool Inc. and its Subsidiaries dated March 31, 2007, copies of which have been furnished to the Agent on or before the Closing Date, have been prepared in accordance with GAAP and present fairly in all material respects the financial position of Interpool Inc. and its Subsidiaries on a consolidated basis as at the date thereof, and the results of operations and statements of cash flows for the period then ended, subject to normal year-end audit adjustments and the absence of footnotes. None of Carlisle Leasing International LLC, Interpool Inc. and their respective Subsidiaries had, to the knowledge of the Parent or the Borrower, as at March 31, 2007, any material Contingent Obligation, contingent liability or liability for taxes, or any long term lease, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which, to the knowledge of the Parent or the Borrower, could reasonably be expected to result in a material cost or loss. The pro forma consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of December May 31, 2016 2007 has been prepared in good faith based on assumptions that are believed by the Parent and the related consolidated statement Borrower to be reasonable at the time made (it being understood that such assumptions are based on good faith estimates with respect to certain items and that the actual amounts of incomesuch items on the Closing Date is subject to material variation), partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal years ended on said datepresents fairly, with the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects respects, the consolidated pro forma financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesMay 31, all in accordance with GAAP2007, as applied if the combination of Seacastle Holdings LLC, Seacastle Operating Company Ltd. and SCT Chassis Inc. and their respective subsidiaries under the common ownership of Seacastle Inc. had occurred on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary such date; provided that such pro forma balance sheet has on the Closing Date any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward been prepared without giving effect to purchase accounting or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssimilar adjustments. Since the date of the Financial StatementsMarch 31, (i) 2007 there has been no material adverse change in development or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as event which has had a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices.Material Adverse Effect;

Financial Condition. (a) The (i) audited Parent and Borrower's consolidated balance sheet of sheets (which includes Lakeshore and Lakes Mall) for the Parent MLP and its Consolidated Subsidiaries fiscal year ended as of December 31, 2016 2004, and the related consolidated statement statements of income, partners’ capital operations and Consolidated statements of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal years year then ended on said date, filed with the opinion thereon of Ernst & Young LLP SEC in the Forms 10-Q and 10-K, and (ii) the unaudited interim consolidated balance sheet of the Parent MLP Borrower, Lakeshore and its Consolidated Subsidiaries as of June Lakes Mall for September 30, 2017 2005 and the related consolidated statement statements of income, partners’ capital operations and consolidated statements of cash flow of the Parent MLP and its Consolidated Subsidiaries flows for the fiscal quarter ended on said dateperiod then ended, heretofore a copy of each of which has been furnished to each of the Lenders Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and correct and fairly present in all material respects the consolidated financial position condition of the Parent MLP Parent, Borrower, Lakeshore and its Consolidated Subsidiaries Lakes Mall as at the date of said dates balance sheets and the results of its operations for said periods and as of the fiscal year or fiscal quarter ending on said datesdate of closing of this Loan Agreement and related transactions, all respectively. All such financial statements have been prepared in accordance with GAAP, as GAAP applied on a consistent basisbasis maintained through the period involved. (b) Neither the Parent MLP nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Since September 30, contingent liabilities2005, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material substantial adverse change in or affecting the business, assetsproperties, condition (financial or otherwise), or results of operations or of Borrower, Lakeshore and/or Lakes Mall. (i) The audited balance sheet of Parent for the fiscal year ended on December 31, 2004, the unaudited balance sheet of Parent for the period ended September 30, 2005, and the related statements of operations and of cash flows for the year ended 2004 and the period ended September 30, 2005, a copy of which has been furnished to the Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent as at the Parent MLP date of said balance sheets and the results of its Subsidiariesoperations for said periods and as of the date of closing of this Loan Agreement and related transactions, taken as respectively. All such financial statements have been prepared in accordance with GAAP applied on a whole consistent basis maintained through the period involved. (exclusive of changes resulting solely from changes d) Since September 30, 2005, there has been no substantial adverse change in the price of Hydrocarbonsbusiness, properties, condition (financial or otherwise), or results of operations of Parent. (e) The warranties and (ii) the business representations made in this Section 5.3 are and were made as of the Parent MLP, the Borrower date of this Loan Agreement and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesany violation thereof shall be determined as of that date.

Financial Condition. The Company has heretofore furnished to each of the Lenders the following: (a) The a pro forma unaudited consolidated balance sheet of the Company and its Subsidiaries (including ▇▇▇▇▇▇▇ and Guest Choice) as at January 1, 1996 and related pro forma consolidated statements of income, retained earnings and cash flows for the twelve-month period ending on December 31, 1996, in each case, prepared on the assumption that the Reorganization (as such term is defined in the Existing Credit Agreement), the Skinners Acquisition and the ▇▇▇▇▇▇▇ Acquisition and all other transactions contemplated hereby to occur at the same time had been effected, accompanied by a certificate of a Responsible Financial Officer of the Company to the effect that (i) all such financial statements fairly present the pro forma consolidated financial condition and results of operations of the Company, its Subsidiaries, ▇▇▇▇▇▇▇ and Guest Choice, all in accordance with generally accepted accounting principles and practices applied on a consistent basis, (ii) none of the Company or any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet as at said date, and (iii) since January 1, 1996, there has been no material adverse change in the pro forma financial condition, operations, business or prospects of the Company, its Subsidiaries, ▇▇▇▇▇▇▇ and Guest Choice taken as a whole; (b) audited balance sheets of ▇▇▇▇▇▇▇ as at June 30, 1995 and 1994 and the related statements of income, retained earnings and cash flow of ▇▇▇▇▇▇▇ for the relevant fiscal period ended on each said date, with opinions thereon of KMPG Peat Marwick, and the unaudited balance sheet of ▇▇▇▇▇▇▇ as at March 31, 1996 and the related statements of income and retained earnings of ▇▇▇▇▇▇▇ for the quarterly period ended on said date; (c) unaudited consolidating balance sheets of the Company and its Subsidiaries as at March 31, 1996 or the most current quarterly financial statement required to be delivered prior to the Effective Date, and the related consolidating statements of income, retained earnings and cash flow for the three-month period ended on said date; and (d) an audited consolidated balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1995 and the related consolidated statement statements of income, partners’ capital retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years period ended on said date, with the opinion thereon of Ernst & Young Deloitte Touche LLP and (ii) the unaudited consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries Company as of June 30at March 31, 2017 1996 and the related consolidated statement statements of income, partners’ capital income and retained earnings and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal quarter quarterly period ended on said date. All such financial statements fairly present the respective actual or pro forma financial condition, heretofore furnished to each as the case may be, of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries respective entities as at said dates the respective dates, and the respective actual or pro forma results of its operations for the fiscal year or fiscal quarter ending respective periods ended on said respective dates, all in accordance with GAAP, as generally accepted accounting principles and practices applied on a consistent basis. (b) Neither the Parent MLP nor any Subsidiary . None of such respective entities has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementsrespective balance sheets referred to above. Since December 31, 1995 (with respect to the date Company and each of the Financial Statementsits Subsidiaries (other than ▇▇▇▇▇▇▇)) and since June 30, 1995 (i) with respect to ▇▇▇▇▇▇▇), there has been no material adverse change in the respective actual or affecting the businesspro forma financial condition, assetsoperations, operations business or financial condition prospects of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely each such entity from changes that set forth in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesrespective financial statements as at such respective dates.

Financial Condition. (a) The (i) Company has previously provided to Allied a true and complete copy of the audited consolidated Consolidated and consolidating balance sheet of the Parent MLP Company and its Consolidated Subsidiaries as of at December 31, 2016 1998 and December 31, 1999, and the related consolidated statement Consolidated and consolidating statements of income, partners’ capital income and cash flow of the Parent MLP Company and its Consolidated Subsidiaries for the fiscal years year then ended on said date, with (the opinion thereon of Ernst & Young LLP and (ii) consolidated balance sheet of the Parent MLP and its Consolidated Subsidiaries as of June 30, 2017 and the related consolidated statement of income, partners’ capital and cash flow of the Parent MLP and its Consolidated Subsidiaries for the fiscal quarter ended on said date, heretofore furnished to each of the Lenders are complete and correct and fairly present in all material respects the consolidated financial position of the Parent MLP and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said dates, all "Audited Financials"). The Audited Financials were prepared in accordance with GAAP, as applied on are true and correct in all material respects and fairly present the Company's and each of its Subsidiaries' operations and their cash flows at such date and for the period then ended. The auditors have issued an unqualified statement to the Company concerning the Audited Financials, a consistent basiscopy of which is included with the Audited Financials. (b) Neither The Company has previously provided to Allied a true and complete copy of the Parent MLP nor any Subsidiary has preliminary unaudited Consolidated and consolidating balance sheet of the Company and its Subsidiaries as at October 31, 2000 and the related preliminary unaudited Consolidated and consolidating statements of income and Consolidated cash flow of the Company and its Subsidiaries for the 10 month period then ended (the "Interim Financials"). The Interim Financials were prepared in accordance with GAAP (except that footnotes are omitted), are true and correct in all material respects and fairly present the Company's and each of its Subsidiaries' operations and their cash flows at such date and for the period then ended, subject to normal and immaterial year-end adjustments. (c) Attached to Schedule 4.6(c) are the pro forma Consolidated and consolidating balance sheets of the Company and its Subsidiaries as of the end of each of fiscal years 2001 through 2003, giving effect to the incurrence of the full amount of Indebtedness contemplated under this Agreement and the use of the proceeds thereof, and the related Consolidated statements of projected cash flow, projected retained earnings and projected income for such fiscal year (the "Projected Statements"). The Projected Statements are based on estimates, information and assumptions believed by the Closing Date Credit Parties to be reasonable and the Credit Parties have no reason to believe, in the light of conditions existing at the time of delivery, that such projections are incorrect or misleading in any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statements. Since the date of the Financial Statements, (i) there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesrespect.

Financial Condition. (a) The (i) audited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of at December 31, 2016 1999 and the related consolidated statement of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Ernst & Young LLP Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ heretofore furnished to the Administrative Agent and (ii) the unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated Subsidiaries as of at June 30, 2017 2000 and the their related consolidated statement statements of income, partners’ capital stockholders' equity and cash flow of the Parent MLP Borrower and its Consolidated Subsidiaries for the fiscal quarter six month period ended on said date, such date heretofore furnished to each of the Lenders Administrative Agent, are complete and correct and fairly present in all material respects and fairly present the consolidated financial position condition of the Parent MLP Borrower and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year or fiscal quarter ending and the six month period on said dates, all in accordance with GAAP, as applied on a consistent basis. basis (b) subject, in the case of the interim financial statements, to normal year-end adjustments). Neither the Parent MLP Borrower nor any Subsidiary has on the Closing Date any material Debt (including Disqualified Capital Stock)Debt, contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial StatementsStatements or in Schedule 7.02. Since the date As of the Financial StatementsClosing Date, (i) since December 31, 1999, there has been no material adverse change in or affecting the business, assets, operations or financial condition of the Parent MLP and its Subsidiaries, taken as event having a whole (exclusive of changes resulting solely from changes in the price of Hydrocarbons), and (ii) the business of the Parent MLP, the Borrower and the other Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practicesMaterial Adverse Effect.

Financial Condition. (a) The (i) audited Borrower has heretofore furnished to each of the Lenders the consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of December 31at September 30, 2016 2004 and the related consolidated statement of income, partners’ capital income and retained earnings and cash flow of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon (in the case of Ernst & Young LLP said consolidated balance sheet and (iistatements) of PricewaterhouseCoopers, and the unaudited consolidated balance sheet of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries as of at June 30, 2017 2005 and the related consolidated statement of income, partners’ capital retained earnings and cash flow of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries for the fiscal quarter nine-month period ended on said such date, heretofore furnished to each of the Lenders . All such financial statements are complete and correct in all material respects and fairly present in all material respects the consolidated financial position condition of the Parent MLP Borrower and its Consolidated consolidated Subsidiaries (subject, in the case of such financial statements as at said dates and the results of its operations for the fiscal year or fiscal quarter ending on said datesJune 30, 2005, to normal year-end audit adjustments), all in accordance with GAAP, as GAAP and practices applied on a consistent basis. (b) Neither . None of the Parent MLP Borrower nor any Subsidiary of its Subsidiaries has on the Closing Date date hereof any material Debt (including Disqualified Capital Stock), contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Financial Statementssaid balance sheets as at said dates. Since the date of the Financial StatementsSeptember 30, (i) 2004, there has been no material adverse change in change. As used herein, the term “material adverse change” shall mean any event, development or affecting circumstance that has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations property, condition (financial or financial condition otherwise) or prospects of the Parent MLP Borrower and its Subsidiaries, Subsidiaries taken as a whole whole, or (exclusive b) the validity or enforceability of changes resulting solely from changes this Agreement or any documentation related to the Loans or the rights and remedies of the Administrative Agent and the Lenders thereunder; provided that “material adverse change” shall not include the effect of any event, development or circumstance disclosed in any document filed pursuant to Section 13, 14 or 15(d) of the price Securities Exchange Act of Hydrocarbons)1934 after September 30, 2004 and prior to the Effective Date to the extent, and (ii) only to the business of the Parent MLPextent, the Borrower and the other Restricted Subsidiaries has been conducted only such effect is explicitly disclosed in the ordinary course consistent with past business practicessuch filings.