Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at of December 31, 1996 2021, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick and accompanied by a report from Deloitte & Touche LLP, copies a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at September of March 31, 2020 and June 30, 1997 2020 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninethree-month period periods ended on such date, certified by a Responsible Officerdates, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated results of their operations and their Consolidated cash flows for the ninethree-month period periods then ended (subject to normal year-end audit adjustments and the absence of notesfootnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. Except as set forth in Schedule 7.1, during During the period from December 31June 30, 1996 2020 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996date hereof. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated and unaudited consolidating balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at of December 31, 1996 2001, and the related Consolidated audited consolidated and unaudited consolidating statements of earnings and statements of cash flows of the Borrower and its Subsidiaries for the fiscal year years ended on such dateDecember 31, reported on by KPMG Peat Marwick LLP1999, copies of which December 31, 2000 and December 31, 2001 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) with respect to the consolidated statements only, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified have been audited by a Responsible Officernationally recognized accounting firm reasonably acceptable to the Agent, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby and (except as approved by iii) present fairly in all material respects (on the basis disclosed in the footnotes to such accountants or Responsible Officerfinancial statements) the consolidated and consolidating financial condition, as the case may be, results of operations and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Borrower and its Subsidiaries as of such dates and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 the Closing Date to and including the date hereof Effective Date, there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries Credit Party of any material part of its the business or property of the Credit Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Credit Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in SCHEDULE 5.1, the balance sheets and the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its Consolidated Subsidiaries at December 31, 1996as of the dates thereof. (b) The pro forma As of the Effective Date, the Credit Parties do not have any material liabilities, actual or contingent, or Preferred Stock except (i) as disclosed in the most recent interim balance sheet referred to in subsection (a) above, (ii) for items disclosed in SCHEDULE 5.1, (iii) for accounts payable incurred in the ordinary course of business consistent with past practice since the date of the Company most recent interim balance sheet referred to in subsection (a) above (iv) Indebtedness under the Credit Documents and (v) Indebtedness set forth on Schedule 7.1(b). (c) [intentionally omitted] (d) The financial statements delivered to the Lenders pursuant to Section 6.1(a) and (b), (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.1(a) and (b)) and (ii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements, if any) the consolidated and consolidating financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery respective dates thereof and fairly presents on a pro forma basis for the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997respective periods covered thereby.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at December January 31, 1996 1998 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPPricewaterhouseCoopers LP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at September 30October 31, 1997 1998 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesfootnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in on Schedule 7.14.1, during the period from December October 31, 1996 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December October 31, 19961998. (b) The pro forma balance sheet operating forecast and cash flow projections of the Company Borrower and its Consolidated Subsidiariesconsolidated Subsidiaries and the initial Weekly Budget, copies of which have heretofore been furnished to each Lenderthe Lenders, is have been prepared in good faith under the balance sheet direction of a Responsible Officer of the Company Borrower, and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted in accordance with GAAP. The Borrower has no reason to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company believe that as of the date of delivery thereof such operating forecast and fairly presents on a pro forma basis the Consolidated financial position of the Company cash flow projections and its Consolidated Subsidiaries as at September 30such Weekly Budget are materially incorrect or misleading in any material respect, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated Subsidiaries as at of December 31, 1996 2022, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick and accompanied by a report from Deloitte & Touche LLP, copies a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at of March 31, 2023, June 30, 2023 and September 30, 1997 2023 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninethree-month period periods ended on such date, certified by a Responsible Officerdates, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated results of their operations and their Consolidated cash flows for the ninethree-month period periods then ended (subject to normal year-end audit adjustments and the absence of notesfootnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of The Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in SEC Reports filed prior to the notes theretodate hereof. Except as set forth in Schedule 7.1, during During the period from December 31September 30, 1996 2023 to and including the date hereof there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996date hereof. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Guarantor, the Borrowers and its the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at of December 31, 1996 2007 provided to the Administrative Agent and the related Consolidated consolidated statements of earnings income, of changes in stockholders’ equity and of cash flows for the fiscal year ended on such dateDecember 31, reported on by KPMG Peat Marwick LLP2007, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Company Guarantor, the Borrowers and its the Guarantor’s and the Borrowers’ Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for as of the nine-month period then ended (subject to normal year-end audit adjustments date of such financial statements and the absence of notes)other information. All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Except as disclosed in writing, neither the Company Guarantor, the Borrowers nor any of its the Guarantor’s or the Borrowers’ 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-long term lease or unusual forward or long-long term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which that is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31the date of the financial statements and other financial information delivered to the Administrative Agent, 1996 to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Company Guarantor, the Borrowers or any of its the Guarantor’s or the Borrowers’ Consolidated Subsidiaries of any material part of its their business or property Property and no purchase or other acquisition of any business or property Property (including any capital stock Equity Interests of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Guarantor, the Borrower and its the Guarantor’s or the Borrowers’ Consolidated Subsidiaries at December 31, 1996on the date hereof. (b) The pro forma balance sheet operating forecast and cash flow projections of the Company Guarantor, the Borrowers and its the Guarantor’s and the Borrowers’ Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, is have been prepared in good faith under the balance sheet direction of a Responsible Officer of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date Guarantor and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization Borrowers. The Guarantor and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available Borrowers have no reason to the Company believe that as of the date of delivery thereof such operating forecast and fairly presents on a pro forma basis cash flow projections are materially incorrect or misleading in any material respect or omit to state any material fact which would render them misleading in any material respect. The Guarantor and the Consolidated financial position Borrowers shall not be required to provide information in its projections if the disclosure of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997information would violate any Requirement of Law relating to i▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Financial Condition. (a) The Consolidated audited consolidated ------------------- balance sheet sheets of the Company and its Consolidated Subsidiaries as at December 31February 28, 1996 1997, and the related Consolidated audited consolidated statements of earnings income, shareholder's equity and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPthen ended, copies of which have heretofore been be furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries each such Person as at such date, date and the Consolidated consolidated results of their 58 51 its operations and their Consolidated its consolidated cash flows for the fiscal year period then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All Also such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, involved. The Company and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee Contingent Obligation, contingent liability or liability for taxes, taxes or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement commitment likely (individually or foreign currency swap or exchange transaction, which in the aggregate) to result in a Material Adverse Effect that is not reflected in the foregoing said financial statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31February 28, 1996 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31February 28, 19961997, except pursuant to the New Pameco Merger as disclosed in the aforesaid audited financial statements. (b) The pro forma balance sheet of Except as set forth on Schedule VII, there has been no material adverse change in the Company and its Consolidated Subsidiariesbusiness, copies of which have heretofore been furnished to each Lenderoperations, is the balance sheet property or condition (financial or otherwise) of the Company and its Consolidated Subsidiaries taken as a whole since February 28, 1997. (c) No dividends or other distributions have been declared, paid or made upon any shares of September 30capital stock of the Company or any of its Subsidiaries, 1997 nor have any shares of capital stock of the Company or any of its Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by the Company or any of its Subsidiaries since February 28, 1997, except as may be permitted hereunder. (d) The pro forma consolidated balance sheet of the "Pro Forma Date"Company --- ----- and its Consolidated Subsidiaries as at February 28, 1997, a copy of which has been furnished to each Lender, has been prepared in accordance with GAAP (except that, in lieu of footnotes, the Company may provide to the Agent such supporting information as it shall have reasonably available), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of New Pameco Merger, the Recapitalization, (x) the making of the Loans New Pameco IPO and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other all transactions contemplated by the Loan IPO Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company Registration Statement had occurred as of at the date of delivery thereof such balance sheet, and present fairly presents on a pro forma basis the Consolidated consolidated --- ----- financial position condition of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as such date assuming that the events described above, assuming in this sentence had actually occurred on such events had occurred at September 30, 1997date.

Financial Condition. (a) The Consolidated Each of (i) the audited consolidated balance sheet of the Company Holdings and its Consolidated Subsidiaries as at dated December 3128, 1996 2023, and the related Consolidated audited consolidated statements of earnings income or operations, shareholders’ equity and of cash flows for the fiscal year Fiscal Year ended on such date, reported on by KPMG Peat Marwick LLP, copies that date and (ii) the unaudited interim consolidated balance sheet of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such datedated September 26, 2024, and the Consolidated results related unaudited consolidated statement of their 58 51 operations income, shareholders’ equity and their Consolidated cash flows for the fiscal year nine (9) Fiscal Months then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries , in each case, as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished delivered to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended Bank: (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been A) were prepared in accordance with GAAP consistently applied consistently throughout the respective periods involved as required by GAAP (covered thereby, except as approved by such accountants otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and (B) present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries or Responsible Officer, Borrower and its Subsidiaries (as the case may be, and ) as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability dates thereof and results of operations for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996periods covered thereby. (b) The pro forma unaudited consolidated balance sheet of the Company Borrower and its Consolidated SubsidiariesSubsidiaries dated September 26, copies of which have heretofore been furnished to each Lender2024, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made delivered on the Closing Date and was prepared by Borrower giving pro forma effect to the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by this Agreement, was based on the Loan Documents and the Recapitalization Documentation. Such unaudited consolidated balance sheet of Borrower and its Subsidiaries dated September 26, 2024, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 28, 2023, there has been no Material Adverse Effect. (d) The Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 7.1.1 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.1.2. (e) All financial performance projections delivered to Bank, including the financial performance projections delivered on the Closing Date, represent B▇▇▇▇▇▇▇’s good faith estimate of future financial performance and are based on good faith assumptions believed by B▇▇▇▇▇▇▇ when furnished to be fair and on reasonable in light of current market conditions, it being acknowledged and agreed by Bank that projections as to future events are not to be viewed as facts and that the best information available to actual results during the Company as of period or periods covered by such projections may differ from the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997projected results.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Parent Borrower and its Consolidated consolidated Subsidiaries as at of December 31, 1996 2003, December 31, 2004 and December 31, 2005 and the related Consolidated consolidated statements of earnings operations, stockholder’s equity and of cash flows for the fiscal year years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as of June 30, 2006 and the related consolidated statements of operations and cash flows for the period ended on such date, reported on by KPMG Peat Marwick LLPpresent fairly, copies of which have heretofore been furnished to each Lenderin all material respects, present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the respective fiscal year years or periods then ended. The unaudited Consolidated balance sheet , of the Company Parent Borrower and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes)consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby (except as approved by such accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinsubject to the omission of footnotes from such unaudited financial statements). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 2005 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company or any of Parent Borrower and its Consolidated consolidated Subsidiaries of any material part of its the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Parent Borrower and its Consolidated Subsidiaries at December 31consolidated Subsidiaries, 1996taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma audited consolidated balance sheets of Puerto Ricancars as of December 31, 2003 and December 31, 2004 and the related consolidated statements of income and retained earnings and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, and the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries Puerto Ricancars as of September June 30, 1997 (2006 and the "Pro Forma Date"), adjusted to give effect (as if such events had occurred related consolidated statements of income and retained earnings and cash flows for the period ended on such date) , present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years or periods then ended, of Puerto Ricancars. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes, and subject to (w) the consummation omission of footnotes from such unaudited financial statements). During the period from December 31, 2005 to and including the Closing Date, there has been no sale, transfer or other disposition by Puerto Ricancars of any material part of the Recapitalization, business or property of Puerto Ricancars and no purchase or other acquisition Puerto Ricancars of any business or property (xincluding any Capital Stock of any other Person) material in relation to the making consolidated financial condition of Puerto Ricancars which is not reflected in the Loans foregoing financial statements or in the notes thereto and other extensions of credit hereunder has not otherwise been disclosed in writing to be made the Lenders on or prior to the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Date.

Financial Condition. (a) [Reserved] (b) The Consolidated audited consolidated balance sheet sheets of the Company and its Consolidated Subsidiaries Parent Borrower as at December 31, 1996 2015, and the related Consolidated consolidated statements of earnings income, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick and accompanied by an unqualified report from Ernst & Young LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, present fairly in all material respects, the Consolidated consolidated financial condition of the Company Parent Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Parent Borrower and its Consolidated Subsidiaries as at September 30, 1997 the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninethree-month period periods ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lenderdates, present fairly fairly, in all material respects, the Consolidated consolidated financial condition of the Company Parent Borrower and its Consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the ninethree-month period periods then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date . (c) As of the most recent balance sheet referred to aboveClosing Date, no Group Member has any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the foregoing most recent financial statements or referred to in the notes theretoparagraph (b). Except as set forth in Schedule 7.1, during During the period from December 31, 1996 2015 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Group Member of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than in the RIK Acquisition) material in relation to the Consolidated financial condition ordinary course of the Company and its Consolidated Subsidiaries at December 31, 1996business). (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December 31, 1996 1997 and the related consolidated statement of income, stockholders' equity and cash flow of the Borrower and its Consolidated statements of earnings and of cash flows Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies with the opinion thereon of which have Arthur Andersen LLP heretofore been furnished to each Lender, present fairly ▇▇ ▇▇ch ▇▇ ▇▇▇ Lenders and the Consolidated financial condition unaudited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at such dateMarch 31, 1998 and the related consolidated statements of income, stockholders' equity and cash flow of the Borrower and its Consolidated results of their 58 51 operations and their Consolidated cash flows Subsidiaries for the fiscal year then ended. The unaudited Consolidated balance sheet three-month period ended on such date heretofore furnished to the Agent, are 37 complete and correct and fairly present the consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at September 30, 1997 said dates and the related unaudited Consolidated statements results of earnings and of cash flows its operations for the ninefiscal year and the three-month period ended on such datesaid dates, certified by all in accordance with GAAP, as applied on a Responsible Officerconsistent basis (subject, copies of which have heretofore been furnished to each Lender, present fairly in the Consolidated financial condition case of the Company and its Consolidated Subsidiaries as at such dateinterim financial statements, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereinadjustments). Neither the Company Borrower nor any of its Consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, includingin each case, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected that would be required to be reserved for in the foregoing statements Financial Statements in accordance with GAAP, except as referred to or reflected or provided for in the Financial Statements or in the notes theretoSchedule 7.02. Except as set forth in Schedule 7.1, during the period from December Since March 31, 1996 to and including the date hereof 1998, there has been no sale, transfer change or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentationevent having a Material Adverse Effect. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of Since the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position Financial Statements, neither the business nor the Properties of the Company Borrower or any Subsidiary have been materially and its Consolidated Subsidiaries adversely affected as at September 30a result of any fire, 1997explosion, as adjustedearthquake, as described aboveflood, assuming such events had occurred at September 30drought, 1997windstorm, 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.

Financial Condition. (ai) The Consolidated balance sheet audited consolidated financial statements of the Parent Borrower’s (including its Subsidiaries) and the Acquired Company’s (including its Subsidiaries) historical results for their respective fiscal years ended 2001, 2002 and 2003, (ii) the final audited consolidated financial statements of Bridge Technology’s (including its Subsidiaries) historical results for its fiscal year 2003 and a review of the consolidated financial statements of Bridge Technology’s (including its Subsidiaries) historical results for its fiscal years 2001 and 2002, (iii) the audited consolidated financial statements of the Acquired Company and its Consolidated respective Subsidiaries as at December for the ten-month period ended October 31, 1996 and 2004, (iv) the related Consolidated audited consolidated financial statements of earnings and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Bridge Technology and its Consolidated respective Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such dateSeptember 30, certified by a Responsible Officer2004, copies of which have heretofore been furnished to each Lender, present fairly (v) the Consolidated final unaudited consolidated financial condition statements of the Company Parent Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended September 30, 2004 and (subject vi) a pro forma balance sheet of the Parent Borrower and its Subsidiaries (after giving effect to the Shenandoah Acquisition and the Bridge Acquisition) for the month ending immediately prior to the Closing Date: (A) were prepared in accordance with GAAP (to the extent applicable) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, by an independent nationally recognized accounting firm (except with respect to the unaudited financial statements and the pro forma balance sheet); (B) fairly present the financial condition of the Parent Borrower, the Acquired Company, Bridge Technology and their respective Subsidiaries as of the date or dates thereof (subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and, in the case of the pro forma balance sheet referred to in subsection (v) above, such information is true and correct in all material respects and has been determined in good faith based upon reasonable assumptions) and results of operations for the absence of notes). All such period covered thereby; and (C) show (with respect to non-annual financial statementsinformation only, including to the related schedules and notes thereto, have been extent required to be shown on a balance sheet prepared in accordance with GAAP applied consistently throughout GAAP) all Indebtedness and other liabilities, direct or contingent, of the periods involved Parent Borrower, the Acquired Company, Bridge Technology and their respective Subsidiaries as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of thereof in accordance with GAAP, including liabilities for taxes (provided that with respect to the most recent pro forma balance sheet referred to in subsection (v) above, any such information is true and correct in all material Guarantee Obligationrespects and has been determined in good faith based upon reasonable assumptions) and as to the audited consolidated financial statements, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996obligations. (b) The pro forma balance sheet projections of the Company Parent Borrower and its Consolidated SubsidiariesSubsidiaries through December 31, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be 2009 made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of Lenders prior to the date of delivery thereof hereof have been prepared in good faith based upon reasonable assumptions at the time such budget and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997projections were made.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Parent and its Consolidated consolidated Subsidiaries as at December 31September 30, 1995 and September 30, 1996 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on each such date, reported on by KPMG Peat Marwick LLPMarwick, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the Consolidated consolidated financial condition of the Company Parent and its Consolidated consolidated Subsidiaries as at each such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the relevant fiscal year then ended. The unaudited Consolidated 13 consolidated balance sheet of the Company Parent and its Consolidated consolidated Subsidiaries as at September 30December 31, 1997 1996 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninethree-month period ended on such December date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the Consolidated consolidated financial condition of the Company Parent and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-three month period then ended (subject in each case to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Parent nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company Parent or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property other than the Remel Acquisition (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Parent and its Consolidated consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of each of the Company and its Consolidated Subsidiaries Founding Companies as at December 31, 1996 and the related Consolidated statements consolidated statement of earnings income, stockholders' equity and cash flow of cash flows each of the Founding Companies for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP(except unaudited statements for Capital Bolt & Supply, copies Inc.) with the opinion thereon of which have Ernst & Young L.L.P. heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, Agent and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated audited consolidated balance sheet of each of the Company and its Consolidated Subsidiaries Founding Companies (except unaudited statements for Capital Bolt & Supply, Inc.) as at September 30, 1997 and the their related unaudited Consolidated consolidated statements of earnings income, stockholders' equity and cash flow of cash flows each of the Founding Companies for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to each Lenderthe Agent, are complete and correct in all material respects and fairly present fairly the Consolidated consolidated financial condition of each of the Company and its Consolidated Subsidiaries Founding Companies as at such date, said dates and the Consolidated results of their its operations and their Consolidated cash flows for the nine-month period then ended ending on said date, all in accordance with GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments adjustments). The pro forma combined balance sheets of the Borrower and the absence Subsidiaries heretofore furnished to the Agent are complete and correct in all material respects and fairly present the financial condition of notes). All such the Borrower and the Subsidiaries as of the acquisition thereof by the Borrower based upon the aforesaid financial statementsstatements of the Founding Companies, including the related schedules and notes thereto, have been prepared all in accordance with GAAP GAAP, applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein)on a consistent basis. Neither the Company nor any of its Consolidated Subsidiaries had, at the date None of the most recent balance sheet referred to above, Borrower or any Subsidiary has on the Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements Financial Statements or in the notes theretoSCHEDULE 7.02. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at Since September 30, 1997, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any Subsidiary have been materially and adversely affected as adjusteda result of any fire, as described aboveexplosion, assuming such events had occurred at September 30earthquake, 1997flood, 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.

Financial Condition. (a) The Consolidated Lead Borrower has heretofore furnished to the Lenders (i) the consolidated balance sheet of the Company sheet, and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated statements of earnings income, stockholders' equity, and of cash flows for the Lead Borrower and its Subsidiaries as of and for the fiscal year ended on such dateending December 29, reported on 2001, audited and accompanied by KPMG Peat Marwick the unqualified report of KPMG, LLP, copies of which have heretofore been furnished to each Lender, present fairly (ii) the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such dateinternally prepared unaudited consolidated balance sheet, and the Consolidated results statements of their 58 51 operations income, stockholder's equity and their Consolidated cash flows for the Lead Borrower and its Subsidiaries as of and for the fiscal year then ended. The unaudited Consolidated balance sheet ending December 28, 2002, all certified by a Financial Officer of the Company Lead Borrower; and its Consolidated Subsidiaries as at September 30(iii) the internally prepared unaudited consolidated balance sheet, 1997 and the related unaudited Consolidated statements of earnings income, shareholder's equity and of cash flows for the nine-month period ended on such dateLead Borrower and its Subsidiaries of and for the fiscal quarter ending September 27, 2003, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition Financial Officer of the Company Borrowers. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Lead Borrower and its Consolidated Subsidiaries as at of such datedates and for such periods in accordance with GAAP, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-(i) year end audit adjustments and the absence of notes)footnotes and (ii) the Accounting Restatement Matter. All Since the date of such audited financial statements, including the related schedules and notes thereto, there have been prepared no changes in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants assets, liabilities, financial condition, business or Responsible Officerprospects of the Borrowers other than changes in the ordinary course of business, as the case may beeffect of which would not reasonably be likely to have a Material Adverse Effect, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date commencement 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in Reorganization Cases. The Fiscal Periods of the foregoing statements or in the notes thereto. Except Lead Borrower and its Subsidiaries are as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996SCHEDULE 1.2. (b) The pro forma balance sheet Lead Borrower has reviewed the projections for future results of operations of the Company Lead Borrower and its Consolidated SubsidiariesSubsidiaries for the period through January 1, copies 2005 on an quarterly basis, and, to the extent required by Agent, for such period of which have heretofore been furnished on a monthly basis, in each case provided to each Lenderthe Agents prior to the Closing Date (collectively, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma DatePROJECTIONS"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of Lead Borrower hereby certifies to the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization Administrative Agent and the other transactions contemplated by Lenders that the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on Projections were made in good faith upon reasonable assumptions and at the time of their preparation, which assumptions are on the best information available to the Company as of the date of delivery thereof and fairly presents this Agreement still reasonable on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997date hereof.

Financial Condition. Borrower has heretofore delivered to Lenders, at Lenders’ request, the following financial statements and information: (ai) The Consolidated the audited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as of April 2529, 20102012 and the related consolidated and consolidating statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at December 31January 2327, 1996 and the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 20112013 and the related unaudited Consolidated consolidated and consolidating statements of earnings income, stockholders’ equity and of cash flows of Borrower and its Subsidiaries for the nine-month period nine months then ended and (iii) Borrower’s Quarterly Report on Form 10Q for the quarter ended January 2327, 20112013 as filed with the Securities Exchange Commission on February 2820, 20112013. All such datestatements (after taking into consideration the Form 10Q/A filing described in clause (iii) above and the restatement described therein) were prepared in conformity with GAAP and fairly present, certified by in all material respects, the financial position (on a Responsible Officerconsolidated and, copies of which have heretofore been furnished to each Lenderwhere applicable, present fairly the Consolidated financial condition consolidating basis) of the Company and its Consolidated Subsidiaries entities described in such financial statements as at such date, the respective dates thereof and the Consolidated results of their operations and their Consolidated cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the nine-month period periods then ended (subject ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein)adjustments. Neither the Company Borrower nor any of its Consolidated Restricted Subsidiaries had, at has (and will not following the date funding of the most recent balance sheet referred to above, initial Loans have) any material Guarantee Contingent Obligation, contingent liability or liability for taxesTaxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth thereto (after taking into consideration the Form 10Q/A filing described in Schedule 7.1, during clause (iii) above and the period from December 31, 1996 to restatement described therein) and including the date hereof there has been no sale, transfer or other disposition by the Company or which in any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) such case is material in relation to the Consolidated business, operations, properties, assets, condition (financial condition or otherwise) or prospects of the Company and Borrower or any of its Consolidated Subsidiaries at December 31, 1996taken as a whole. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of ------------------- the Borrower and its Subsidiaries as of March 29, 1996, March 28, 1997 and April 3, 1998, and the audited consolidated statements of earnings and statements of cash flows of the Company Borrower and its Consolidated Subsidiaries for the years ended March 29, 1996, March 28, 1997 and April 3, 1998 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at December 31the end of, 1996 and the related Consolidated unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after September 30, 1998 and prior to the Closing Date for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which financial information is available have heretofore been furnished to each Lender, present fairly the Consolidated . Such interim financial condition of the Company and its Consolidated Subsidiaries as at statements for each such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP (covered thereby, except as approved by such accountants or Responsible Officer, as for the case may beabsence of footnotes, and as disclosed therein). Neither (ii) present fairly the Company nor any consolidated financial condition, results of its Consolidated Subsidiaries had, at the date operations and cash flows of the most recent balance sheet referred to aboveBorrower and its Subsidiaries as of such dates and for such periods, any material Guarantee Obligation, contingent liability or liability except for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretorecurring annual audit adjustments. Except as set forth in Schedule 7.1, during During the period from December 31April 3, 1996 1998 to and including the date hereof Closing Date or other than as previously disclosed in filings made by the Borrower with the Securities and Exchange Commission, there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto. Except as disclosed in Schedule 5.1, the balance sheets and ------------ the notes thereto included in the foregoing financial statements disclose all material liabilities, actual or contingent, of the Borrower and its Consolidated Subsidiaries at December 31, 1996as of the dates thereof. (b) As of the Closing Date, the Consolidated Parties do not have any material liabilities, actual or contingent, or Preferred Stock except (i) as disclosed in the most recent interim balance sheet referred to in subsection (a) above, (ii) for items disclosed in Schedule 5.1, (iii) for accounts payable ------------ incurred in the ordinary course of business consistent with past practice since the date of the most recent interim balance sheet referred to in subsection (a) above, (iv) Indebtedness under the Credit Documents and (v) Indebtedness set forth on Schedule 7.1. (c) The pro forma consolidated balance sheet of the Company Borrower and its Consolidated SubsidiariesSubsidiaries as of the end of the most recent fiscal month prior to the Closing Date for which financial information is available, copies of which have prepared on a pro forma basis, has heretofore been furnished to each Lender. Such pro forma balance sheet has been prepared in good faith by the Borrower, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company Borrower as of the date of delivery thereof thereof, and presents fairly presents on a pro forma basis the Consolidated estimated consolidated financial position of the Company Borrower and its Subsidiaries as of September 30, 1998. None of the Consolidated Parties has any reason to believe that such pro forma balance sheet is misleading in any material respect in light of the circumstances existing at the time of the preparation thereof. (d) The financial statements delivered to the Lenders pursuant to Section 6.1(a) and 6.1(b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 6.1(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) the consolidated financial condition, results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997of the respective dates thereof and for the respective periods covered thereby.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Consolidated Parties as of December 27, 1997 and its Consolidated Subsidiaries as at the audited consolidated statements of earnings and statements of cash flows for the years ended December 31, 1996 and December 31, 1995 and the reviewed statements of earnings and statements of cash flows for the three month period ended March 31, 1998 have heretofore been furnished to each Lender. Such audited financial statements (including the notes thereto) (i) have been audited by Arth▇▇ Ande▇▇▇▇, ▇.L.P., (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related Consolidated unaudited interim statements of earnings and of cash flows for for, each fiscal month and quarterly period ended after December 31, 1997 and prior to the fiscal year ended on such dateClosing Date (other than the month and quarterly period ending June 30, reported on by KPMG Peat Marwick LLP, copies of which 1998) have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby (except as approved by subject to the absence of footnotes and changes resulting from audit and normal year-end audit adjustments) and (ii) present fairly (on the basis disclosed in the footnotes to such accountants or Responsible Officerfinancial statements) in all material respects the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Consolidated Parties as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries Party of any material part of its the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK Acquisitionperson) material in relation to the Consolidated consolidated financial condition of the Company Consolidated Parties, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its Consolidated Subsidiaries at December 31, 1996has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma balance sheet financial statements delivered to the Lenders pursuant to Section 7.1(a), (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries Parties as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on date and for such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997periods.

Financial Condition. The Parent has heretofore furnished to each of the Lenders the following: (a) The Consolidated consolidated and consolidating balance sheet sheets of the Company Parent and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated consolidated and consolidating statements of income, retained earnings and of cash flows of the Parent and its Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies with the opinion thereon (in the case of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition said consolidated balance sheet and statements) of the Company and its Consolidated Subsidiaries as at such dateCoopers & ▇▇▇▇▇▇▇ L.L.P., and the Consolidated results of their 58 51 operations unaudited consolidated and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidating balance sheet sheets of the Company Parent and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated consolidated and consolidating statements of income, retained earnings and of cash flows of the Parent and its Subsidiaries for the nine-month period ended on such date; and (b) consolidated and consolidating balance sheets of CAC, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Alflex and its Consolidated Subsidiaries as at such dateSeptember 30, 1997 and the Consolidated results related consolidated and consolidating statements of their operations income, retained earnings and their Consolidated cash flows of CAC, Alflex and its Subsidiaries for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes)on such date. All such financial statementsstatements fairly present, including in all material respects, the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated consolidated financial condition of the Company Parent and its Consolidated Subsidiaries at December 31, 1996. and (bin the case of said consolidating financial statements) The pro forma balance sheet the respective unconsolidated financial condition of the Company Parent and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date at said dates and the application consolidated and unconsolidated results of their respective operations for the proceeds thereof as contemplated hereby fiscal years and periods ended on said dates (y) subject, in the payment case of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated such financial position of the Company and its Consolidated Subsidiaries statements as at September 30, 1997, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. Except as adjustedotherwise disclosed to the Administrative Agent or the Lenders in writing prior to the date hereof, none of the Parent nor any of its Subsidiaries has on the date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as described abovereferred to or reflected or provided for in said balance sheets as at said dates. Since December 31, assuming such events had occurred at September 301996: (i) there has been no material adverse change in the business, 1997properties, assets, operations, conditions (financial or otherwise), or prospects of Alflex and its Subsidiaries, taken as a whole; and (ii) there has been no material adverse change in the business, properties, assets, operations, conditions (financial or otherwise), or prospects of the Parent and its Subsidiaries taken as a whole.

Financial Condition. (a) The Consolidated Lead Borrower has heretofore furnished to the Lenders (i) the consolidated balance sheet of the Company sheet, and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated statements of earnings income, stockholders' equity, and of cash flows for the Lead Borrower and its Subsidiaries as of and for the fiscal year ended on such dateending December 29, reported on 2001, audited and accompanied by KPMG Peat Marwick the unqualified report of KPMG, LLP, copies of which have heretofore been furnished to each Lender, present fairly (ii) the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such dateinternally prepared unaudited consolidated balance sheet, and the Consolidated results statements of their 58 51 operations income, stockholder's equity and their Consolidated cash flows for the Lead Borrower and its Subsidiaries as of and for the fiscal year then ended. The unaudited Consolidated balance sheet ending December 28, 2002, all certified by a Financial Officer of the Company Lead Borrower; and its Consolidated Subsidiaries as at September 30(iii) the internally prepared unaudited consolidated balance sheet, 1997 and the related unaudited Consolidated statements of earnings income, shareholder's equity and of cash flows for the nine-month period ended on such dateLead Borrower and its Subsidiaries of and for the fiscal quarter ending September 27, 2003, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition Financial Officer of the Company Borrowers. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Lead Borrower and its Consolidated Subsidiaries as at of such datedates and for such periods in accordance with GAAP, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-(i) year end audit adjustments and the absence of notes)footnotes and (ii) the Accounting Restatement Matter. All Prior to the occurrence of the Exit Facility Date, since the date of such audited financial statements, including the related schedules and notes thereto, there have been prepared no changes in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as assets, liabilities, financial condition, business or prospects of the Borrowers other than changes in the ordinary course of business, the effect of which would not reasonably be likely to have a Material Adverse Effect, the commencement of the Reorganization Cases and the transactions approved by such accountants or Responsible Officerthe Bankruptcy Court. From and after the Exit Facility Date, as since the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date delivery of the most recent balance sheet referred audited financial statements reflecting financial condition pursuant to abovethe Bankruptcy Plan approved by the Agents in connection with the Exit Facility Date, 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected there have been no changes in the foregoing statements assets, liabilities, financial condition, business or prospects of the Borrowers other than changes in the notes theretoordinary course of business, the effect of which would not reasonably be likely to have a Material Adverse Effect, other than those expressly contemplated by such Bankruptcy Plan. Except The Fiscal Periods of the Lead Borrower and its Subsidiaries are as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996SCHEDULE 1.2. (b) The pro forma balance sheet Lead Borrower has reviewed the projections for future results of operations of the Company Lead Borrower and its Consolidated SubsidiariesSubsidiaries for the period through January 1, copies 2005 on an quarterly basis, and, to the extent required by Agent, for such period of which have heretofore been furnished on a monthly basis, in each case provided to each Lenderthe Agents prior to the Effective Date (collectively, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma DatePROJECTIONS"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of Lead Borrower hereby certifies to the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization Administrative Agent and the other transactions contemplated by Lenders that the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on Projections were made in good faith upon reasonable assumptions and at the time of their preparation, which assumptions are on the best information available to the Company as of the date of delivery thereof and fairly presents this Agreement still reasonable on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.date hereof,

Financial Condition. (a) The Consolidated internally prepared consolidated balance sheet of the Company and its Consolidated Subsidiaries such Borrower as at of December 31, 1996 2022, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly subject to the Consolidated caveats disclosed in the footnotes that accompanied those statements, the consolidated financial condition of the Company such Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 its operations and their Consolidated cash flows for the period then ended. (b) The audited consolidated balance sheets of such Borrower delivered pursuant to Section 6.1(a), and the related consolidated statements of income and of cash flows for the fiscal year then most recently ended. The unaudited Consolidated balance sheet of the Company , reported on by and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified accompanied by a Responsible Officerreport from Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lenderwhen delivered, present fairly the Consolidated consolidated financial condition of the Company such Borrower and its Consolidated Subsidiaries Subsidiaries, respectively, as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nineperiod then ended. The unaudited consolidated balance sheet of such Borrower and its Subsidiaries delivered pursuant to Section 6.1(b), and the related unaudited consolidated statements of income and cash flows for the three-month period periods most recently ended, present fairly the consolidated financial condition of such Borrower and its Subsidiaries, as at such dates, and the results of their operations and cash flows for the three-month periods then ended (subject to normal year-end audit adjustments and the absence of notesfootnotes). . (c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except (x) as approved by such the aforementioned firm of accountants or Responsible Officer, as and disclosed therein and (y) with respect to the case may be, and as disclosed thereinfinancial statements delivered pursuant to clause (a) above). Neither the Company nor any of Such Borrower and its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, do not have any material Guarantee ObligationObligations, contingent liability or liability liabilities and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, including any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is that are not reflected in the foregoing financial statements referred to in this paragraph or disclosed in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 SEC Reports filed prior to and including the date hereof there hereof. There has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries such Borrower of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material Property except as has been expressly disclosed in relation SEC Reports filed prior to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996date hereof. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Brigham Exploration and its Consolidated ▇▇▇▇▇▇idated Subsidiaries as at December 31, 1996 1999 and the related Consolidated statements consolidated statement of earnings income, stockholders' equity and cash flow of cash flows Brigham Exploration and its ▇▇▇▇▇▇idated Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies with the opinion thereon of which have Price Waterhouse heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Lenders and the unaudited consolidated balance sheet of Brigham Exploration and its Consolidated ▇▇▇▇▇▇idated Subsidiaries as at such dateJune 30, 2000, and the Consolidated results their related consolidated statements of their 58 51 operations income, stockholders' equity and their Consolidated cash flows flow of Brigham Exploration and its ▇▇▇▇▇▇idated Subsidiaries for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the ninesix-month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to each Lenderthe Agent, are complete and correct and fairly present fairly the Consolidated consolidated financial condition of the Company Brigham Exploration and its Consolidated ▇▇▇▇▇▇idated Subsidiaries as at such date, said dates and the Consolidated results of their its operations and their Consolidated cash flows for the ninefiscal year and the six-month period then ended on said dates, all in accordance with GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereinadjustments). Neither the Company Brigham Exploration nor any of its Consolidated Subsidiaries had, at ▇▇▇▇▇▇idated Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, Trade Payables, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements Financial Statements or in the notes theretoSchedule 7.02. Except as set forth in Schedule 7.1, during the period from Since December 31, 1996 to and including the date hereof 1999, there has been no salechange or event having a Material Adverse Effect, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation except as disclosed to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid Agent in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentationwriting. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of Since the date of delivery thereof the Financial Statements, neither the business nor the Properties of Brigham Exploration Consoli▇▇▇▇▇ ▇ubsidiaries, taken as a whole, have been materially and fairly presents on adversely affected as a pro forma basis the Consolidated financial position result of the Company and its Consolidated Subsidiaries as at September 30any fire, 1997explosion, as adjustedearthquake, as described aboveflood, assuming such events had occurred at September 30drought, 1997windstorm, 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.

Financial Condition. (a) The Consolidated Company has heretofore furnished to each Lender (i) the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated statements consolidated statement of income, retained earnings and cash flow of cash flows the Company and its Subsidiaries, audited by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Company, LLC, independent certified public accountants for the fiscal year ended on such dateDecember 31, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date1997, and (ii) the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated consolidated statements of income, retained earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition flow of the Company and its Consolidated Subsidiaries for the nine month period ended September 30, 1998. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles and fairly present the consolidated financial position and consolidated results of operations of the Company and its Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of such financial statements and for the most recent balance sheet referred periods to abovewhich they relate and, any material Guarantee Obligationsince September 30, contingent liability or liability 1998, no Material Adverse Effect has occurred. The Company shall deliver to the Agent, with a copy for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected each Lender a certificate of the Chief Financial Officer of the Company to that effect on the Closing Date. Other than obligations and liabilities arising in the foregoing statements ordinary course of business since September 30, 1998, there are no obligations or in the notes thereto. Except as set forth in Schedule 7.1liabilities contingent or otherwise, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by of the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person which are not reflected on such statements other than the RIK Acquisition(i) material in relation to the Consolidated financial condition obligations of the Company and its Consolidated Subsidiaries at December 31incurred in the ordinary course of business (which shall be deemed to exclude acquisitions by the Company or any Subsidiary of the business or assets (including, 1996without limitation stock) of any Person and shall further be deemed to exclude Indebtedness described in Section 7.02(h)), (ii) obligations and liabilities identified on Schedule V hereto, and (iii) other obligations and liabilities which do not exceed $50,000 in the aggregate. (b) The pro forma balance sheet of the Company Company, individually, and together with its Consolidated consolidated Subsidiaries, copies of which have heretofore been furnished is Solvent and immediately after giving effect to each LenderLoan contemplated by this Agreement, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application execution of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the each Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30Document, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997will be Solvent.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December 31, 1996 2000 and the related consolidated statement of income, equity and cash flow of the Borrower and its Consolidated statements of earnings and of cash flows Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies with the opinion thereon of which have Deloitte & Touche LLP heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at such dateJune 30, 2001 and the related consolidated statements of income, equity and cash flow of the Borrower and its Consolidated results of their 58 51 operations and their Consolidated cash flows Subsidiaries for the fiscal year then ended. The unaudited Consolidated balance sheet 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 condition of the Company Borrower and its Consolidated Subsidiaries as at September 30, 1997 said dates and the related unaudited Consolidated statements results of earnings and of cash flows its operations for the nine-fiscal year and the six month period ended ending on such datesaid dates, certified by all in accordance with GAAP, as applied on a Responsible Officerconsistent basis (subject, copies of which have heretofore been furnished to each Lender, present fairly in the Consolidated financial condition case of the Company and its Consolidated Subsidiaries as at such dateinterim financial statements, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and and, the absence lack of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereinfootnotes). Neither the Company Borrower nor any Subsidiary of its Consolidated Subsidiaries had, at the Borrower has on the date of the most recent balance sheet referred to above, hereof any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements Financial Statements or in the notes theretoSchedule 7.02. Except as set forth in Schedule 7.1, during the period from Since December 31, 1996 to and including the date hereof 2000, there has been no sale, transfer change or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, event having a Material Adverse Effect that is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentationcontinuing. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of Since the date of delivery thereof and fairly presents on the Financial Statements, neither the business nor the Properties (taken as a pro forma basis the Consolidated financial position whole) of the Company Borrower, any Guarantor or any Restricted Subsidiary have been materially and its Consolidated Subsidiaries adversely affected as at September 30a result of any fire, 1997explosion, as adjustedearthquake, as described aboveflood, assuming such events had occurred at September 30drought, 1997windstorm, 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 which is continuing.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at of December 3130, 1996 2001 and the related Consolidated audited consolidated statements of earnings operations and statements of cash flows for the fiscal year years ended on such dateDecember 30, reported on by KPMG Peat Marwick LLP, copies of which 2001 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by PricewaterhouseCoopers, LLP, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (iii) present fairly (on the Consolidated basis disclosed in the footnotes to such financial condition statements) the consolidated financial condition, results of operations and cash flows of the Company Borrower and its Consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at such datethe end of, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated interim statements of earnings operations and of cash flows for the nine-month for, each quarterly period ended on such dateafter December 30, certified by a Responsible Officer, copies of which 2001 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP Regulation S-X of the Securities and Exchange Commission consistently applied consistently throughout the periods involved as required by GAAP covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Borrower and its Subsidiaries as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as set forth in Schedule 7.1, during During the period from December 31September 29, 1996 2002 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK Acquisitionperson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries at December 31Subsidiaries, 1996taken as a whole, in each case, which has not been disclosed in writing to the Lenders on or prior to the Closing Date or otherwise publicly disclosed. (b) The pro forma projected consolidated and consolidating balance sheet sheets of the Company Borrower and its Consolidated SubsidiariesSubsidiaries as at the end of, copies and the related projected statements of which have operations and of cash flows for, the years ended December 28, 2003, January 2, 2005 and January 1, 2006 (heretofore been furnished to each Lender, is ) are based upon reasonable assumptions made known to the balance sheet of the Company Lenders and its Consolidated Subsidiaries upon information not known to be incorrect or misleading in any material respect (except as of September 30, 1997 (the "Pro Forma Date"otherwise previously publicly disclosed), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available subject to the Company as of the date of delivery thereof uncertainties and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997approximations inherent in any projections.

Financial Condition. (ai) The Consolidated balance sheet audited consolidated financial statements of the Company Borrower and its Consolidated consolidated Subsidiaries as at December 31for the fiscal years ended November 30, 1996 2008, 2009 and 2010, together with the related Consolidated consolidated statements of earnings income or operations, equity and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly (ii) the Consolidated unaudited consolidated financial condition statements of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30nine-month period ending on August 31, 1997 and 2011, together with the related unaudited Consolidated consolidated statements of earnings income or operations, equity and of cash flows for the nine-month period ended ending on such datedate and (iii) a balance sheet of the Borrower and its consolidated Subsidiaries as of the last day of the quarter ended immediately prior to the Closing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, except as otherwise expressly noted therein; (B) fairly present fairly the Consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such dateof the date thereof (subject, and in the Consolidated results case of their operations and their Consolidated cash flows for the nine-month period then ended (subject unaudited financial statements, to normal year-end audit adjustments adjustments) and results of operations for the absence period covered thereby; (C) show all material Indebtedness and other liabilities (including liabilities for taxes, material commitments and contingent obligations), direct or contingent, of notes). All such financial statementsthe Borrower and its consolidated Subsidiaries as of the date thereof, including the related schedules and notes thereto, have been required to be shown on a balance sheet prepared in accordance with GAAP applied consistently throughout GAAP; and (D) show all other material Indebtedness and other liabilities, direct or contingent, of the periods involved Borrower and its consolidated Subsidiaries as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to abovethereof, 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth (shown in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisitionaccordance with GAAP) material in relation to the Consolidated financial condition of the Company statements referred to in Section 3.1(a)(i) and its Consolidated Subsidiaries at December 31, 1996(ii) above. (b) The pro forma balance sheet five-year projections (prepared quarterly through the fiscal year end of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on first year following the Closing Date and the application annually thereafter) of the proceeds thereof as contemplated hereby Borrower and (y) its consolidated Subsidiaries delivered to the payment Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions and are materially consistent with the information provided to WFS and ▇▇▇▇▇ Fargo prior to the delivery of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Commitment Letter.

Financial Condition. (a) The Consolidated consolidated audited balance sheet ------------------- sheets of the Company ▇▇▇▇▇ Fargo and its Consolidated consolidated Subsidiaries as at December 31, 1996 1993, December 31, 1994 and December 31, 1995 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year ended on each such date, reported on audited by KPMG Peat Marwick Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Company ▇▇▇▇▇ Fargo and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein). Neither ▇▇▇▇▇ Fargo nor any of its consolidated Subsidiaries had, at the date of each 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 material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. During the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries of any material part of its business or property (except as disclosed in the Company Contribution Documents) other than pursuant to the Business Combination 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 ▇▇▇▇▇ Fargo and its Consolidated consolidated Subsidiaries at December 31, 1995. (b) The consolidated audited balance sheets of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at September June 30, 1997 1994, June 30, 1995 and June 30, 1996 and the related unaudited Consolidated consolidated statements of earnings operations and of cash flows for the nine-month period fiscal year ended on each such date, certified audited by a Responsible OfficerErnst & Young LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Company ▇▇▇▇▇▇ and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-month period fiscal year then ended (subject to normal year-end audit adjustments and the absence of notes)ended. All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company ▇▇▇▇▇▇ nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement material interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretothereto or expressly permitted to be incurred hereunder. Except as set forth in Schedule 7.1, during During the period from December 31June 30, 1996 to and including the date hereof hereof, there has been no sale, transfer or other disposition (other than the Business Combination) by the Company ▇▇▇▇▇▇ or any of its Consolidated consolidated Subsidiaries of any material part of its business or property other than pursuant to the Business Combination and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company ▇▇▇▇▇▇ and its Consolidated consolidated Subsidiaries at December 31June 30, 1996. (bc) The pro forma unaudited consolidated balance sheet of the Company ▇▇▇▇▇ Fargo and its Consolidated Subsidiariesconsolidated Subsidiaries as at September 30, 1996, certified by a Responsible Officer of ▇▇▇▇▇ Fargo, copies of which have heretofore been furnished to each Lender, presents fairly in all material respects in accordance with GAAP the financial position of ▇▇▇▇▇ Fargo and its consolidated Subsidiaries as at such date (subject to normal year end audit adjustments and the absence of schedules and notes). Such balance sheet has been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein) (subject to normal year end audit adjustments and the absence of schedules and notes). ▇▇▇▇▇ Fargo and its consolidated Subsidiaries did not have at the date of such balance sheet, 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 exchange transaction, which is not reflected in such balance sheets. During the period from September 30, 1996 to the Closing Date, except in connection with the Business Combination and the transactions related thereto, no dividends or other distributions have been declared, paid or made upon the Capital Stock of ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries nor has any of the Capital Stock of ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by ▇▇▇▇▇ Fargo or any of its consolidated Subsidiaries, respectively. (d) The unaudited consolidated balance sheet of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at September 30, 1996, certified by a Responsible Officer of ▇▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, presents fairly in all material respects in accordance with GAAP the financial position of ▇▇▇▇▇▇ and its consolidated Subsidiaries as at such date (subject to normal year end audit adjustments and the absence of schedules and notes). Such balance sheet has been prepared in accordance with GAAP (except as approved by such Responsible Officer and disclosed therein) (subject to normal year end audit adjustments and the absence of schedules and notes). ▇▇▇▇▇▇ and its consolidated Subsidiaries did not have at the date of such balance sheet, 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 exchange transaction, which is not reflected in such balance sheets. During the period from September 30, 1996 to the Closing Date, except in connection with the Business Combination and the transactions related thereto, no dividends or other distributions have been declared, paid or made upon the Capital Stock of ▇▇▇▇▇▇ or any of its consolidated Subsidiaries nor has any of the Capital Stock of ▇▇▇▇▇▇ or any of its consolidated Subsidiaries been redeemed, retired, purchased or otherwise acquired for value by ▇▇▇▇▇▇ or any of its consolidated Subsidiaries, respectively. (e) The unaudited consolidated pro forma balance sheet of the Company --- ----- Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, as of at September 30, 1997 1996, certified by a Responsible Officer (the "Pro Forma DateBalance Sheet"), copies of which have ----------------------- been furnished to each Lender, is the unaudited balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1996, adjusted to give effect (as if such events had occurred on such date) to (wi) the consummation Business Combination and each of the Recapitalizationtransactions contemplated by the Contribution Agreement, (xii) the making incurrence of the Loans and other extensions the issuance of credit hereunder the Letters of Credit to be made incurred or issued, as the case may be, on the Closing Date and (iv) the application incurrence of the proceeds thereof as contemplated hereby Subordinated Debt and (y) all other Indebtedness that the Borrower and its consolidated Subsidiaries expect to incur, and the payment of all amounts the fees Borrower and expenses paid its consolidated Subsidiaries expect to pay, in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization DocumentationBusiness Combination. Such balance sheet The Pro Forma Balance Sheet was prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to the Company Borrower, as of the date of delivery thereof thereof, and fairly presents reflects on a pro forma basis the Consolidated financial position of the Company --- ----- Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, as at September 30, 19971996, as adjusted, as described above, assuming such that the events had specified in the preceding sentence has actually occurred as at September 30, 19971996.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December 31, 1996 1995 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPErnst & Young, L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated Subsidiaries had, at the date as of the most recent balance sheet referred to aboveDecember 31, 1995, 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 Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the schedules or notes thereto. Except as set forth in on Schedule 7.15.1, during the period from December 31, 1996 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its business or their business, assets or property and no purchase or other acquisition of any business business, assets or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries at December 31, 19961995. (b) The pro forma balance sheet financial statements of the Company Borrower and its Consolidated SubsidiariesSubsidiaries and other information most recently delivered under Sections 7.1(a) and (b) were prepared in accordance with GAAP (except in the case of interim statements which shall be without footnotes) and present fairly the consolidated financial condition, copies results of which have heretofore been furnished to each Lenderoperations, is the balance sheet and cash flows of the Company Borrower and its Consolidated Subsidiaries as of, and for the portion of September 30the fiscal year ending on the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments). There were no liabilities, 1997 direct or indirect, fixed or contingent, of the Borrower or its Consolidated Subsidiaries as of the date or dates of such financial statements which are material to the Borrower and the Subsidiaries, taken as a whole, and which are not reflected therein, or in the case of the annual statements, in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents, there have been no changes in the consolidated financial condition of the Borrower and/or its Consolidated Subsidiaries from that shown in such financial statements after such date which could reasonably be expected to have a Material Adverse Effect, nor has the Borrower or any Consolidated Subsidiary incurred any liability (the "Pro Forma Date"including, without limitation, any liability under any Environmental Law), adjusted direct or indirect, fixed or contingent, after such date which could reasonably be expected to give effect have a Material Adverse Effect. (c) On and after the date of delivery to the Administrative Agent of such financial statements pursuant to Section 6.2(g), the consolidated balance sheets of Park and the Subsidiaries of Park and the related consolidated statements of income and of cash flows for the fiscal years ended as if reflected therein, to the best knowledge of the Borrower present fairly in all material respects the consolidated financial condition of Park and the Subsidiaries of Park as at such events had occurred on dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended as reflected therein. To the best knowledge of the Borrower, all such datefinancial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (except in the case of interim statements which shall be without footnotes) applied consistently throughout the periods involved (except as approved by the accountants and as disclosed therein). To the best knowledge of the Borrower, neither Park nor any of the Subsidiaries of Park had, as of the dates covered in such financial statements, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the schedules or notes thereto. During the period from December 31, 1995 to (w) and including the date of the consummation of the RecapitalizationMerger there has been no sale, (x) the making transfer or other disposition by Park or any of the Loans and Subsidiaries of Park of any material part of its or their business, assets or property other extensions of credit hereunder than as reflected in the financial statements to be made on delivered to the Closing Date Administrative Agent pursuant to Section 6.2(g) and no purchase or other acquisition of any business, assets or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Park and the application Subsidiaries of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as Park at September 30December 31, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 19971995.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company AMERCO and its Consolidated consolidated Subsidiaries as at December for the fiscal year ended March 31, 1996 2012 and the related Consolidated audited consolidated statements of earnings operations, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG Peat Marwick BDO USA LLP, copies of which have heretofore been furnished to each Lenderthe Agent, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company AMERCO and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. . (b) The unaudited Consolidated consolidated balance sheet of the Company AMERCO and its Consolidated consolidated Subsidiaries as at September 30December 31, 1997 2012 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Agent and each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company AMERCO and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). . (c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company AMERCO nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 2012 to and including the date hereof there has been no sale, transfer or other disposition by the Company AMERCO or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company AMERCO and its Consolidated consolidated Subsidiaries at December 31, 19962012. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (ai) The audited Consolidated balance sheet of the Company TPH and its Consolidated Subsidiaries as at December 31, 1996 2022 and the related audited Consolidated statements of earnings income and of cash flows for the fiscal year ended on such dateFiscal Year, reported on by KPMG Peat Marwick and accompanied by a report from BDO USA, LLP, copies of which have heretofore been furnished to each the Initial Lender, present fairly in all material respects the Consolidated financial condition position of the Company Borrower and its Consolidated Subsidiaries as at such date, date and the Consolidated results of their 58 51 operations and their Consolidated cash flows of Borrower and its Subsidiaries for such Fiscal Year then ended. (ii) Borrower has furnished to the Initial Lender complete and correct copies of the interim consolidated balance sheet and the related statements of income of TPH and its Subsidiaries on a Consolidated Basis for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at quarter ending [September 30, 1997 and the related unaudited Consolidated 2023]13. All such financial statements of earnings and of cash flows for the nine-month period ended on such date, have been certified by a Responsible Officer, copies Officer of which have heretofore been furnished to each Lender, [TPH] and fairly present fairly the Consolidated financial condition position of TPH and its Subsidiaries as of the Company and its Consolidated Subsidiaries as at such date, respective dates indicated and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (respective periods indicated, in all material respects, subject in the case of any such financial statements that are unaudited, to normal year-end audit adjustments adjustments, none of which shall be material. TPH and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officerits Subsidiaries did not have, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet latest financial statements referred to above, and will not have as of the Restatement Effective Date after giving effect to the incurrence of Advances hereunder, any material Guarantee Obligation, or significant contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which commitment that is not reflected in the foregoing financial statements or in the notes thereto. Except as set forth thereto and that in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) such case is material in relation to the Consolidated business, operations, properties, assets, financial or other condition or prospects of the Company TPH and its Consolidated Subsidiaries at Subsidiaries. (iii) Since December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries2022, copies of which have heretofore there has been furnished no Material Adverse Change. 13NTD: To be updated to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection align with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company what has been delivered as of the date of delivery thereof and fairly presents on a pro forma basis closing date. Although TPH is the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30reporting entity, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Borrower will still need to deliver those financials to Agent.

Financial Condition. (a) The Consolidated audited consolidated and consolidating balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries, and the related consolidated and consolidating statements of earnings and statements of cash flows, as of March 31, 1996 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the Borrower and its consolidated Subsidiaries as at December 31the end of, 1996 and the related Consolidated unaudited interim statements of earnings and of cash flows for for, each fiscal month and quarterly period ended after March 31, 1996 and prior to the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Borrower and its consolidated Subsidiaries as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as set forth in Schedule 7.1, during During the period from December March 31, 1996 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other EX-41 acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK Acquisitionperson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries at December 31consolidated Subsidiaries, 1996taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma projections of profit and loss statements, balance sheet of sheets and cash flow reports for the Company Borrower and its Consolidated Subsidiariesconsolidated Subsidiaries on a consolidated basis for fiscal year 1997, copies of which have heretofore been furnished to each Lender, is are based upon reasonable assumptions made known to the balance sheet of the Company Lenders and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder upon information not known to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid incorrect or misleading in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997any material respect.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at December 31, 1996 2015 and December 31, 2014 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBuyer and Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries BSX as at such datedates, and the Consolidated consolidated results of their 58 51 its operations and their Consolidated its consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at September 30, 1997 2016 or, if later and prior to the date of this Agreement, the date of BSX’s most recent publicly available Form 10-Q and the related unaudited Consolidated consolidated statements of earnings operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year‑end audit adjustments) the Consolidated consolidated financial condition of the Company BSX and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of notes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible an Authorized Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BSX, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company BSX nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any long-term material long‑term lease or material unusual forward or long-term long‑term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated balance sheet Company has heretofore furnished to each of the Banks the consolidated statement of financial position of the Company and its Consolidated Subsidiaries as at December 31, 1996 1995 and the related Consolidated consolidated statements of earnings income, stockholders' equity and of cash flows of the Company and its Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick with the opinion thereon of Deloitte & Touche LLP, copies and the unaudited consolidated statement of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition position of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 1996 and the related unaudited Consolidated consolidated statements of earnings income, stockholders' equity and of cash flows of the Company and its Subsidiaries for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statementsstatements present fairly, including in all material respects, the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated consolidated financial position of the Company and its Consolidated Subsidiaries as at said dates, and the consolidated results of operations for the fiscal year and nine-month period ended on said dates (subject, in the case of such financial statements as at September 30, 19971996, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. From December 31, 1995 until the date of this Agreement, there has been no material adverse change in the consolidated financial condition, operations, business or prospects taken as adjusted, a whole of the Company 52 - 48 - and its Subsidiaries from that set forth in said financial statements as described above, assuming such events had occurred at said date. (b) The Company has heretofore furnished to each of the Banks the "Reports of Condition and Income" (report no. FFIEC 032) of each Insured Subsidiary as at September 30, 19971996 for the three fiscal quarters ended on said date. Such report presents fairly, in all material respects, the financial condition of such Insured Subsidiary as at said date and the results of its operations for the nine-month period ended on said date, all in accordance with regulatory accounting principles prescribed by Federal Financial Institutions Examination Council. (c) The Company has heretofore furnished to each of the Banks the Statements of Condition and Operations (Office of Thrift Supervision Form 1313) for each Insured Subsidiary as of September 1996. Such statements present fairly, in all material respects, the financial condition of each such Insured Subsidiary as of September 1996 and the results of its operations for the nine-month period ended on said date, all in accordance with Office of Thrift Supervision instructions. (d) The Company has heretofore furnished to each of the Banks the consolidated balance sheet of Keystone Holdings, Inc., a Texas corporation ("Keystone") and its Subsidiaries as at December 31, 1995 and the related consolidated statements of earnings, stockholder's equity and cash flows of Keystone and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon of KPMG Peat Marwick LLP, and the unaudited condensed balance sheet of Keystone and its Subsidiaries as at June 30, 1996 and the related condensed consolidated statements of earnings, stockholder's equity and cash flows of Keystone and its Subsidiaries for the six-month period ended on such date. All such financial statements present fairly, in all material respects, the consolidated financial position of Keystone and its Subsidiaries as at said dates, and the consolidated results of operations for the fiscal year and six-month period ended on said dates (subject in the case of such financial statements as at June 30, 1996, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. From December 31, 1995 until the date of this Agreement, there has been no material adverse change in the consolidated financial position, operations, business or prospects taken as a whole of Keystone and its Subsidiaries from that set forth in said financial statements as at said date.

Financial Condition. (a) The Consolidated (i) the consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at of December 31, 1996 1994 and December 31, 1995 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick LLP▇▇▇▇▇ & ▇▇▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year years then ended. The , (ii) the unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at September 30, 1997 1996 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or other material agreement or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 1995 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and and, no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December 31, 19961995 of which the Agent and the Lenders have not been made aware in writing by the Borrower. (b) The pro forma PRO FORMA balance sheet of the Company Borrower and its Consolidated Subsidiariesconsolidated Subsidiaries (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as of September 30December 31, 1997 1996 (the "Pro Forma DatePRO FORMA DATE"), adjusted to give effect (as if such events had occurred on such date) to (wi) the consummation repayment in full of all loans under, and all other amounts due in respect of, the RecapitalizationExisting Credit Agreements, (xii) the retirement of Senior Subordinated Notes in an aggregate principal amount of not less than $33,800,000 and (iii) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997hereby.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at December 31, 1996 1998 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at September 30March 31, 1997 1999 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the nine3-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP (subject to normal year-end adjustments) the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine3-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December 31, 19961998. (b) The pro forma consolidated balance sheet of the Company Precision and its Consolidated Subsidiariesconsolidated Subsidiaries as at March 31, 1999 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in accordance with GAAP the consolidated financial condition of Precision and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Precision nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other financial derivative, which is not reflected in the foregoing statements or in the notes thereto. During the period from March 31, 1999 to and including the date hereof there has been no sale, transfer or other disposition by Precision or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Precision and its consolidated Subsidiaries at March 31, 1999. (c) The PRO FORMA consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at March 31, 1999 certified by a Responsible Officer of September 30, 1997 the Borrower (the "Pro Forma DatePRO 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 (wi) the consummation refinancing of any Indebtedness to be made with the Recapitalizationproceeds of Loans hereunder, (xii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans and other extensions of credit hereunder to be made on the Closing Date and Date, (iv) the Precision Acquisition, (v) the issuance of all Subordinated Debt to be made on the Closing Date, (vi) the application of the proceeds thereof as contemplated hereby of the foregoing in accordance with the terms of the Loan Documents and (yvii) the payment of the all fees and expenses paid related to the foregoing transactions, as estimated in connection good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the consummation notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Recapitalization Borrower and its Subsidiaries as at March 31, 1999, assuming that the other transactions contemplated by events specified in the Loan Documents preceding sentence had actually occurred on such date. (d) The operating forecast and cash flow projections of the Recapitalization Documentation. Such balance sheet was Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared based on in good faith assumptions under the direction of a Responsible Officer of the Borrower, and on the best information available in accordance with GAAP. The Borrower has no reason to the Company believe that as of the date of delivery thereof such operating forecast and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30cash flow projections are materially incorrect or misleading in any material respect, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at December 31, 1996 1997 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPMarwick, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at September 30March 31, 1997 1998 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninethree-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 consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). . (b) Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term hedging commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during . (c) During the period from December 31, 1996 1997 to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at December 31September 30, 1996 2000, and September 30, 2001, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at September 30March 31, 1997 2002 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninesix-month period ended on such date, certified to the best of their knowledge by a Responsible OfficerOfficer of the Borrower, copies of which have heretofore been furnished to each LenderBank, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretothereto and which is material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at such date. Except as set forth in Schedule 7.1, during During the period from December March 31, 1996 2002 to and including the date hereof Closing Date there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December March 31, 19962002. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at December 31, 1996 1995 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPErnst & Young, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries as at September June 30, 1997 1996 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninesix-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the ninesix-month period then ended (subject to normal year-end audit adjustments and the absence of notesfootnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement 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 to the extent permitted under this Agreement or separately disclosed to the Lenders in Schedule 7.1, during the period from December 31, 1996 writing prior to and including the date hereof hereof, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of 1995 during the Company period from December 31, 1995 to and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of including the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997hereof.

Financial Condition. (a) The Consolidated Each of PennyMac Corp., Guarantor and Servicer have heretofore furnished to Buyer a copy of its audited consolidated balance sheet sheets and the audited consolidated balance sheets of the Company and its Consolidated Subsidiaries consolidated Subsidiaries, each as at of December 31, 1996 2017 with the opinion thereon of Deloitte & Touche LLP, a copy of which has been provided to Buyer. Each of PennyMac Corp., Guarantor and Servicer has also heretofore furnished to Buyer the related Consolidated consolidated statements of income and retained earnings and of cash flows for PennyMac Corp., Guarantor and Servicer and their consolidated Subsidiaries for the one year period ending December 31, 2017. POP has heretofore furnished to Buyer a copy of its unaudited consolidated balance sheets as of December 31, 2017. POP has also heretofore furnished to Buyer the related consolidated statements of income for the one year period ending December 31, 2017. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of PennyMac Corp., Guarantor and Servicer and their Subsidiaries and the consolidated results of their operations for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officeron a consistent basis. Since December 31, as the case may be2017, with respect to PennyMac Corp., Guarantor, Servicer, and as disclosed therein)POP, there has been no development or event nor any prospective development or event which has had or should reasonably be expected to have a Material Adverse Effect. Neither the Company PennyMac Corp., POP, Guarantor nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, Servicer has any material Guarantee Obligation, contingent liability or liability for taxes, taxes or any long-long term lease or unusual forward or long-long term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretonotes. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including Since the date hereof there of the financial statements and other information delivered to Buyer prior to the date of this Agreement, neither PennyMac Corp., POP, Guarantor nor Servicer has been no salesold, transfer transferred or other disposition by the Company or any of its Consolidated Subsidiaries otherwise disposed of any material part of its business property or assets (except pursuant to the Program Documents) or acquired any property and no purchase or other acquisition of any business or property assets (including any capital stock Equity Interests of any other Person other than the RIK AcquisitionPerson) that are material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31PennyMac Corp., 1996POP, Guarantor or Servicer. (bbb) The pro forma balance sheet Section 12(m) of the Company and Agreement is hereby amended to read in its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries entirety as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.follows:

Financial Condition. (a) The Consolidated Form 10-K, one or more copies of which have been furnished to you, contains consolidated balance sheets of the Parent and its consolidated Subsidiary, and the consolidated statements of income, stockholders' equity, and cash flows of the Parent and its consolidated Subsidiaries for each of the three years ended December 31, 1999, including notes thereto, and the opinion of PriceWaterhouseCoopers LLP, independent certified public accountants with respect to such financial statements. The Form 10-Q, one or more copies of which have been furnished to you, contains the unaudited consolidated balance sheet of the Company Parent and its Consolidated consolidated Subsidiaries as at December at, and the unaudited consolidated statements of income, stockholders' equity, and cash flows of the Parent and its consolidated Subsidiaries for the period ended, September 31, 1996 2000. All of the foregoing financial statements are complete and correct in all material respects and fairly present in all material respects the related Consolidated statements of earnings and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Company Parent and its Consolidated consolidated Subsidiaries as at such date, the respective dates of said balance sheets and the Consolidated consolidated results of their 58 51 operations of the Parent and their Consolidated cash flows its consolidated Subsidiaries for the fiscal year then endedrespective periods covered thereby. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated Such financial statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP generally accepted accounting principles applied consistently on a consistent basis throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed otherwise noted therein). Neither There were no material liabilities, direct or indirect, fixed or contingent, of the Company Parent and its consolidated Subsidiaries as of the respective dates of such balance sheets that are not reflected therein or in the notes thereto. There has been no material change in the consolidated condition, financial or otherwise, or operations of the Parent and its consolidated Subsidiaries since September 30, 2000, nor has the Parent or any Subsidiaries, except for the execution, delivery, and performance of its Consolidated Subsidiaries hadthis Agreement, at incurred any Indebtedness for borrowed money, incurred any material liability, contingent or otherwise, except in the ordinary course of business (including acquisitions of business and assets), or entered into any material commitment or other transaction not in the ordinary course of business since such date. Each financial statement delivered by Borrower and Parent to Lender prior to the date of this Agreement is true and correct, fairly presents the financial condition of Borrower and Parent, and has been prepared in accordance with generally accepted accounting principles, consistently applied; as of the date of this Agreement, there are no obligations, liabilities or indebtedness (including contingent and indirect liabilities) which are material to Borrower or Parent and not reflected in such financial statements; and no material adverse changes have occurred in the financial condition or business of Borrower or Parent since the date of the most recent balance sheet referred financial statements which Borrower and Parent have delivered 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996Lender. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of the Company Parent Corporation and its Consolidated consolidated Subsidiaries as at December 31of the last day of each of the fiscal years of 1999, 1996 1998, and 1997 and the related Consolidated statements of earnings and of cash flows and changes in shareholders' equity for the fiscal year years ended on such datesaid dates, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified accompanied by a Responsible Officerreport thereon containing an opinion unqualified as to scope limitations imposed by the Parent Corporation or Middleby and otherwise without qualification except as therein noted, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes theretoby A▇▇▇▇▇ A▇▇▇▇▇▇▇ & Co., have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officertherein noted, as are correct and complete and present fairly the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date financial position of the most recent Parent Corporation and its consolidated Subsidiaries as of such dates and the results of their operations and changes in their cash flows for such periods. The unaudited consolidated 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition sheets of the Company Parent Corporation and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date")2000, adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application unaudited statements of earnings and cash flows for the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated nine month period ended on said date prepared by the Loan Documents Parent Corporation have been prepared in accordance with GAAP consistently applied, are correct and complete and present fairly the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company Parent Corporation and its Consolidated consolidated Subsidiaries as at September 30of said date and the results of their operations and changes in their financial position or cash flows for such period. (b) Subject to Schedule 5.11, 1997since the last day of the fiscal year of 1999, there has been no change in the condition, financial or otherwise, of the Parent Corporation and its consolidated Subsidiaries as adjustedshown on the consolidated balance sheet as of such date except changes in the ordinary course of business, as described above, assuming such events had occurred at September 30, 1997none of which individually or in the aggregate has been materially adverse.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Parent Borrower and its Consolidated consolidated Subsidiaries as at of December 3128, 1996 1996, December 27, 1997 and December 26, 1998 and the related Consolidated audited consolidated statements of earnings income and of cash flows for the fiscal year years ended on such date, reported on dates have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick LLPLLP in the case of the financial statements as of December 28, 1996 and December 27, 1997 and by PricewaterhouseCoopers LLP in the case of the financial statements as of December 26, 1998, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods. The unaudited interim consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at the end of, and the related unaudited interim consolidated statements of income and of cash flows for, each fiscal month ended after December 26, 1998 and prior to the Effective Date have heretofore been furnished to each Lender. During the period from December 26, 1998 to and including the Effective Date, there has been no sale, transfer or other disposition by the Parent Borrower or its Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and, except as provided in the Acquisition Agreement, no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date. (b) The audited combined balance sheets of the Acquired Business as of September 30, 1996, September 30, 1997 and September 30, 1998 and the audited combined statements of income and of cash flows for the fiscal years ended on such dates have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by Ernst & Young, (ii) have been prepared in accordance with U.K. GAAP consistently applied throughout the periods covered thereby, (iii) set forth at Note 22 an explanation of the significant differences between U.K. GAAP and U.S. GAAP and (iv) (on the basis disclosed in the footnotes to such financial statements) present fairly, in all material respects, the combined financial condition, results of operations and cash flows of the Acquired Business as of such dates and for such periods. The unaudited interim combined balance sheets of the Acquired Business as at the end of, and the related unaudited interim combined statements of income and of cash flows for, the six-month period ended March 31, 1999 and for the nine-month period ended June 30, 1999 have heretofore been furnished to each Lender. During the period from September 30, 1998 to and including the Effective Date, except as provided in the Acquisition Agreement, there has been no sale, transfer or other disposition by the Acquired Business of any material part of the business or property of the Acquired Business and no purchase or other acquisition by the Acquired Business of any business or property (including any Capital Stock of any other Person) material in relation to the combined financial condition of the Acquired Business, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Effective Date. (c) The pro forma balance sheet and statements of income and of cash flows of the Parent Borrower and its consolidated Subsidiaries (the "Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, present fairly are the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings income and of cash flows of the Parent Borrower and its consolidated Subsidiaries for the ninetwelve-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September June 30, 1997 1999 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (wi) the consummation on the Effective Date of the RecapitalizationAcquisition (and in any event excluding any pre-closing or post-closing adjustments in respect thereof, including any purchase price adjustments, and the final allocation of the purchase price therefor), (xii) the making of the Loans and other extensions of credit hereunder to be made on the Closing Effective Date and in an aggregate principal amount of not more than $390,000,000, (iii) the application refinancing of certain existing Indebtedness of the proceeds thereof as contemplated hereby Parent Borrower, including, without limitation, Indebtedness outstanding under the Existing Credit Agreement, and (yiv) the payment of estimated fees, expenses, financing costs and settlement of intercompany accounts related to the fees transactions contemplated hereby and expenses paid thereby. The Pro Forma Financial Statements were prepared in connection with good faith on the consummation basis of reasonable estimates (it being understood that there has been no allocation of the Recapitalization and purchase price for the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Acquisition).

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company each of Parent and its Consolidated Subsidiaries Administrative Borrower as at of December 31, 1996 2010, December 31, 2011, and December 31, 2012 and the related Consolidated audited consolidated statements of earnings income and of cash flows of each of Parent and Administrative Borrower for the fiscal year periods ended on such datedates, reported on by KPMG Peat Marwick and accompanied by unqualified reports from, Ernst & Young LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, present fairly in all material respects, the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the respective fiscal year periods then ended. The unaudited Consolidated balance sheet , of the Company Parent and its Consolidated consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Administrative Borrower and its Consolidated Subsidiaries consolidated Subsidiaries, as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes)applicable. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby (except as approved by such accountants a Responsible Officer of Administrative Borrower or Responsible OfficerParent, as the case may beapplicable, and as disclosed therein). Neither the Company nor in any of its Consolidated Subsidiaries hadsuch schedules and notes, 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation subject to the Consolidated omission of notes from such unaudited financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996statements). (b) The pro forma balance sheet of the Company Parent and its Consolidated Subsidiariesconsolidated Subsidiaries (“Parent’s Pro Forma Balance Sheet”) and of Administrative Borrower and its consolidated Subsidiaries (the “Administrative Borrower’s Pro Forma Balance Sheet”, copies and together with Parent’s Pro Forma Balance Sheet, the “Pro Forma Balance Sheets”), a copy of which have has heretofore been furnished to each Lender, is are the balance sheet sheets of the Company Parent and its Consolidated consolidated Subsidiaries and Administrative Borrower and its consolidated Subsidiaries, in each case, as of September 30December 31, 1997 (the "Pro Forma Date")2012, adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (xi) the making of the Loans Advances and other extensions issuances of credit hereunder Letters of Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby hereby, and (yii) the payment payment/credit of the fees actual or estimated fees, expenses, financing costs and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available tax payments/credits related to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Transactions.

Financial Condition. (a) The Consolidated balance sheet Borrower has heretofore furnished to each of the Company Banks the following financial statements: (i) the audited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at December 31, 1996 1999 and December 31, 2000, respectively, and the related Consolidated audited consolidated statements of earnings operations, capital accounts and of cash flows of the Borrower and its Consolidated Subsidiaries for the fiscal years ended on said respective dates, with the opinion thereon of KPMG Peat Marwick LLP; (ii) the unaudited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at March 31, 2001 and the related unaudited consolidated statements of operations, capital accounts and cash flows of the Borrower and its Consolidated Subsidiaries for the three month period ended on said date; (iii) a pro forma condensed combined unaudited balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2001, and the related pro forma condensed combined unaudited statements of operations of the Borrower and its Consolidated Subsidiaries for the year ended December 31, 2000 and for the three months ended March 31, 2001, all as set forth in the Management Proxy Circular, certified by a financial officer of the Borrower and prepared under the assumption that the Alliance Arrangement and the borrowings contemplated hereunder had each been consummated on March 31, 2001 (for the balance sheet) or January 1, 2000 (for the statements of operations), and demonstrating the solvency of the Borrower and its Consolidated Subsidiaries on a pro forma basis after giving effect to the Alliance Arrangement; and (iv) consolidated financial statement projections for the Borrower and its Consolidated Subsidiaries giving effect to the Alliance Arrangement and the borrowings contemplated hereunder, which projections shall cover the three-year period through the fiscal year ended December 31, 2003. Such financial statements (other than the projections described in clause (iv)) are complete and correct and fairly present the respective consolidated actual or pro forma (as the case may be) financial condition of the Borrower and its Consolidated Subsidiaries, as at said date and the actual or pro forma (as applicable) consolidated results of their operations for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP generally accepted accounting principles and practices of the United States of America applied consistently throughout on a consistent basis; and neither the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated Subsidiaries had, at had on the date of the most recent balance sheet referred to above, thereof any material Guarantee Obligationcontingent liabilities, contingent liability or liability liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements or in the notes theretosaid balance sheets as at said date. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there There has been no salematerial adverse change in the Bridge Credit Agreement ----------------------- 35 -31- Property, transfer business, operations, financial condition, liabilities or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition capitalization of the Company Borrower and its Consolidated Subsidiaries at taken as a whole since the last day of the fiscal year of the Borrower as to which financial statements have most recently been delivered pursuant to Section 9.01(b) hereof (or, if no such financial statements have yet been delivered, since December 31, 19962000). (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Parent Company and its Consolidated Subsidiaries, as at June 30, 1996 and the related consolidated statement of operations, stockholders' equity and cash flow of the Parent Company and its Consolidated Subsidiaries, for the fiscal year ended on said date, with the opinion thereon of KPMG Peat Marwick, L.L.P. heretofore furnished to each of the Lenders, and the unaudited consolidated balance sheet of the Parent Company and its Consolidated Subsidiaries as at December March 31, 1996 1997 and the their related Consolidated consolidated statements of earnings operations, stockholders' equity and cash flow of cash flows the Parent Company and its Consolidated Subsidiaries for the fiscal year 9 month period ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have date heretofore been furnished to each Lender, the Lenders are complete and correct and fairly present fairly the Consolidated consolidated financial condition of the Parent Company and its Consolidated Subsidiaries as at such date, said dates and the Consolidated results of their 58 51 its operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet and the 9 month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the Company and its Consolidated Subsidiaries as at September 30interim financial statements, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet financial statements referred to in Section 7.02(a) present fairly, in all material respects, the financial position of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Parent Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date, in conformity with GAAP, except as otherwise noted therein. (c) to (w) Neither the consummation Parent Company, the Borrower nor any of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made its Subsidiaries has on the Closing Date and any material 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 application financial statements referred to in Section 7.02(a) or in Schedule 7.02 which could reasonably be expected to have a Material Adverse Effect. Since June 30, 1996, there has been no change or event having a Material Adverse Effect. Since June 30, 1996, neither the business nor the Properties of the proceeds thereof Parent Company, the Borrower or any of its Subsidiaries have been materially and adversely affected as contemplated hereby and (y) the payment a result of the fees and expenses paid in connection with the consummation any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of the Recapitalization and the other transactions contemplated Property or cancellation of contracts, permits or concessions by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as any Governmental Authority, riot, activities of the date armed forces or acts of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position God or of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997any public enemy.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Buckeye Partners and its Consolidated Subsidiaries as at December 31, 1996 1997 and the related consolidated statement of income, equity and cash flow of Buckeye Partners and its Consolidated statements of earnings and of cash flows Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies with the opinion thereon of which have Deloitte & Touche LLP heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, Lenders and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Buckeye Partners and its Consolidated Subsidiaries as at September 30, 1997 1998 and the their related unaudited Consolidated consolidated statements of earnings income, equity and cash flow of cash flows Buckeye Partners and its Consolidated Subsidiaries for the nine-nine month period ended on such date, certified by a Responsible Officer, copies of which have date heretofore been furnished to each Lenderthe Agent, are complete and correct and fairly present fairly in all material respects the Consolidated consolidated financial condition of the Company Buckeye Partners and its Consolidated Subsidiaries as at such date, said dates and the Consolidated results of their its operations and their Consolidated cash flows for the nine-fiscal year and the nine month period then ended on said dates, all in accordance with GAAP, as applied on a consistent basis (subject subject, in the case of the interim financial statements, to normal year-end audit adjustments and the absence lack of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereinfootnotes). Neither the Company Buckeye Partners nor any of its Consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements Financial Statements or in the notes theretoSchedule 7.02. Except as set forth in Schedule 7.1, during the period from Since December 31, 1996 to and including the date hereof 1997, there has been no sale, transfer change or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of event having a Material Adverse Effect which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentationcontinuing. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of Since the date of delivery thereof and fairly presents on the Financial Statements, neither the business nor the Properties (taken as a pro forma basis the Consolidated financial position whole) of the Company Borrower, any Guarantor or any Restricted Affiliate have been materially and its Consolidated Subsidiaries adversely affected as at September 30a result of any fire, 1997explosion, as adjustedearthquake, as described aboveflood, assuming such events had occurred at September 30drought, 1997windstorm, 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 which is continuing.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company ▇▇▇▇ and its Consolidated consolidated Subsidiaries as of November 28, 1999 and the audited consolidated statements of earnings and statements of cash flows for the years ended November 27, 1998 and November 28, 1999 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by PricewaterhouseCoopers, (ii) have been prepared in accordance with GAAP consistently, applied throughout the periods covered thereby and (iii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated financial position, results of operations and cash flows of ▇▇▇▇ and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of ▇▇▇▇ and its consolidated Subsidiaries as at December 31the end of, 1996 and the related Consolidated unaudited interim statements of earnings and of cash flows for for, each fiscal quarterly period ended after November 28, 1999 and prior to the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date requirements of the most recent balance sheet referred to above, any Securities and Exchange Commission for Form 10-Q and (ii) present fairly in all 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected respects (on the basis disclosed in the foregoing statements or in footnotes to such financial statements) the notes theretoconsolidated financial position, results of operations and cash flows of ▇▇▇▇ and its consolidated Subsidiaries as of such date and for such periods. Except as set forth in Schedule 7.1, during During the period from December 31November 28, 1996 1999 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company ▇▇▇▇ or any of its Consolidated Subsidiaries of any material part of its the business or property of ▇▇▇▇ and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK Acquisitionperson) material in relation to the Consolidated consolidated financial condition of the Company ▇▇▇▇ and its Consolidated Subsidiaries at December 31consolidated Subsidiaries, 1996taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma projected balance sheet sheets and income statements of the Company ▇▇▇▇ and its Consolidated Subsidiaries, copies of which have heretofore been furnished consolidated Subsidiaries delivered to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"Lender pursuant to Section 7.1(d), adjusted are based upon reasonable assumptions made known to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans Lenders and other extensions of credit hereunder upon information not known to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid incorrect or misleading in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997any material respect.

Financial Condition. (a) The Consolidated consolidated balance sheet sheets of ------------------- the Company and its Consolidated consolidated Subsidiaries as at December 31, 1996 and December 31, 1997, respectively, and the related Consolidated consolidated statements of earnings and of earnings, cash flows and shareholders' equity for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries as at such datedates, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated consolidated balance sheet of the Company and its Consolidated consolidated Subsidiaries as at September 30, 1997 1998 and the related unaudited Consolidated consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated consolidated Subsidiaries (taken as a whole) had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationGuaranty, contingent liability or liability for taxes, or any long-long- term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement 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 disclosed in Schedule 7.1filings with the Securities and Exchange Commission made by the Company on or prior to February 24, 1999, during the period from December 31, 1996 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company and its Consolidated consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjustedother than any such sale, as described above, assuming transfer or other disposition or purchase or acquisition that would have been permitted by this Agreement if this Agreement had been in effect at all times during such events had occurred at September 30, 1997period.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Borrower and its Consolidated consolidated Subsidiaries as at December 31of September 30, 1996 2004 and September 30, 2005 and the related Consolidated consolidated statements of earnings income, shareholders’ equity and of cash flows for the fiscal year years ended on such dateSeptember 30, 2003, September 30, 2004 and September 30, 2005, reported on by and accompanied by unqualified reports from KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lenderpresent fairly, present fairly in all material respects, the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the respective fiscal year years then ended. The unaudited Consolidated balance sheet , of the Company Borrower and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes)consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby (except as approved by such accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinsubject to the omission of footnotes from such unaudited financial statements). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 2005 to and including the date hereof Closing Date, except as provided in or permitted under the Investment Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Company or any of Borrower and its Consolidated consolidated Subsidiaries of any material part of its the business or property of the Borrower and its consolidated Subsidiaries taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries at December 31consolidated Subsidiaries, 1996taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma balance sheet and statements of operations of the Company Borrower and its Consolidated Subsidiariesconsolidated Subsidiaries (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, is are the balance sheet and statements of operations of the Company Borrower and its Consolidated consolidated Subsidiaries as of September June 30, 1997 2006 (the "“Pro Forma Date"”), adjusted to give effect (as if such events had occurred on such date) date for purposes of the balance sheet and on October 1, 2004 for purposes of the statement of operations), to (w) the consummation of the RecapitalizationTransactions, (x) and the making Extensions of the Loans and other extensions of credit Credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Date.

Financial Condition. (a) The Consolidated audited consolidated balance sheets of the Borrower and its Subsidiaries as of December 31, 2019, 2020 and 2021, and the related consolidated statements of income, cash flows and stockholders’ equity for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG International Limited, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December of March 31, 1996 2022 and the related Consolidated consolidated statements of earnings and of income, cash flows and stockholders’ equity for the fiscal year three-month period then ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 its operations and their Consolidated its consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the ninethree-month period then ended (subject to the absence of footnotes and normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as subject to (in the case may be, of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December March 31, 1996 2022 to and including the date hereof Closing Date there has been no sale, transfer or other disposition Disposition by the Company or any of its Consolidated Subsidiaries Group Member of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996property. (b) [Reserved]. (c) The pro forma balance sheet of Borrower has heretofore furnished to the Company Lenders, with respect to EMICO and its Consolidated consolidated Subsidiaries, copies of which have heretofore been furnished to each Lenderthe annual Statutory Statements as of December 31, is 2019, 2020 and 2021 for the balance sheet fiscal years then ended, and copies of the Company quarterly Statutory Statements as of March 31, 2022, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of EMICO and its Consolidated consolidated Subsidiaries shall not be required to be delivered for any year or quarter that EMICO was not a Subsidiary of the Borrower. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the notes thereto and subject, with respect to the relevant quarterly statements, to the absence of September 30, 1997 (the "Pro Forma Date"notes required by SAP and to normal year-end adjustments), adjusted to give effect (as if such events had occurred on such date) to (w) were in compliance in all material respects with the consummation applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the Recapitalization, (x) the making of the Loans EMICO and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company its consolidated Subsidiaries covered thereby as of the date of delivery respective dates thereof and fairly presents on a pro forma basis the Consolidated financial position results of operations, changes in capital and surplus and cash flow of the Company EMICO and its Consolidated consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997covered thereby for the respective periods then ended.

Financial Condition. (ai) The Consolidated audited consolidated balance sheet and the consolidated statement of income and retained earnings and the consolidated statement of cash flows as of November 29, 1997 and for the year ended, and the audited consolidated balance sheet and the consolidated statement of income and retained earnings and the consolidated of cash flows as of November 30, 1996 and for the eight months then ended, and the audited consolidated balance sheet and the consolidated statement of income and retained earnings and the consolidated statement of cash flows as of December 31, 1995 and for the year then ended have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (A) have been audited by Price Waterhouse, LLP, (B) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (C) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Company Borrower and its Consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the Borrower and its Subsidiaries as at December 31the end of, 1996 and the related Consolidated unaudited interim statements of earnings and of cash flows for the fiscal year period ended on such dateFebruary 28, reported on by KPMG Peat Marwick LLP, copies of which 1998 have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (A) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (B) present fairly the Consolidated in all material respects consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to in each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (case subject to normal year-year end audit adjustments and the absence of notes). All such financial statementsfootnotes, including the related schedules results of operations and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Borrower and its Subsidiaries as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as set forth in Schedule 7.1, during During the period from December 31November 29, 1996 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK Acquisitionperson) material in relation to the Consolidated consolidated financial condition of the Borrower and its Subsidiaries, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (ii) The financial information of the Acquired Company and its Consolidated Subsidiaries at December 31referred to in Section 2.4.1 and Section 3.6 of the Purchase Agreement has heretofore been furnished to each Lender. Such financial information fairly presents the financial condition, 1996results of operations, retained earnings and cash flows for the Acquired Company and its Subsidiaries for the dates and periods therein indicated Such financial information was prepared in accordance with GAAP consistently applied throughout the periods covered thereby except as otherwise noted in the Purchase Agreement, in the schedules thereto or in SCHEDULE 6.1. (b) The pro forma consolidated balance sheet of the Company Consolidated Parties as of the Closing Date giving effect to the Acquisition in accordance with the terms of the Purchase Agreement and its Consolidated Subsidiariesreflecting estimated purchase price accounting adjustments, copies of which have has heretofore been furnished to each Lender, is the . Such pro forma balance sheet is based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. (c) The financial statements delivered to the Lenders pursuant to Section 7.1(a) and (b), (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and (ii) present fairly in all material respects (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries Parties as of September 30, 1997 (such date and for such periods in the "Pro Forma Date"case of the financial statements referred to in Section 7.1(b), adjusted subject to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans year and other extensions of credit hereunder to be made on the Closing Date audit adjustments and the application absence of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997footnotes.

Financial Condition. S-66 <PAGE> 74 (a) The Consolidated Borrower has heretofore furnished to the Agent and each Lender (i) audited consolidated financial statements of the Borrower and its Subsidiaries for the Fiscal Years ended November 30, 1999 and November 30, 2000, consisting of a consolidated balance sheet of and the Company and its Consolidated Subsidiaries as at December 31, 1996 notes thereto and the related Consolidated consolidated statements of earnings income, divisional equity and of cash flows for the fiscal year periods then ended on such dateas examined and certified by Ernst & Young, reported on by KPMG Peat Marwick LLP, copies and (ii) if available on the Closing Date, unaudited consolidated interim financial statements of which have heretofore been furnished to each Lenderthe Borrower and its Subsidiaries consisting of consolidated balance sheets and related consolidated statements of income, stockholders' equity and cash flows for and as of the end of the three-month period ended February 28, 2001, and (iii) pro forma quarterly projections for the Fiscal Year ending November 30, 2001, including pro forma balance sheets and income and cash flow statements. Except as set forth therein, the financial statements described in (i) and (ii) (if delivered) above (including the notes thereto) present fairly the Consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at of the end of such date, Fiscal Years and such three-month period and the Consolidated results of their 58 51 operations and their Consolidated operations, cash flows and the changes in divisional equity for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company Fiscal Years and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the ninethree-month period then ended (ended, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to normal year-year end audit adjustments and the absence or reduced scope of notes). All such financial statements, including footnote disclosures; (b) since the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP later of (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at i) the date of the audited financial statements delivered pursuant to SECTION 8.5(a)(i) hereof or (ii) the date of the audited financial statements most recent balance sheet referred recently delivered pursuant to aboveSECTION 9.1(a) hereof, there has been no material adverse change in the condition, financial or otherwise, of the Borrower, any material Guarantee Obligationof its Subsidiaries or, contingent liability in respect of clause (i), in the businesses, properties, performance or liability for taxes, operations of the Borrower or any long-term lease of its Subsidiaries, nor have such businesses or unusual forward properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except act of God; and (c) except as set forth in Schedule 7.1the financial statements referred to in SECTION 8.5(a) or in SCHEDULE 8.5 or permitted by SECTION 10.5, during the period from December 31, 1996 to and including the date hereof there neither Borrower nor any Subsidiary has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of incurred any material part of its business Indebtedness which remains outstanding or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996unsatisfied. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (ai) The Consolidated Company has furnished the Agent with complete and correct copies of the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at of the December 31, 1996 1996, and the related Consolidated audited consolidated statements of earnings income and of cash flows for the fiscal year of the Company and its Subsidiaries ended on such date, reported on examined by KPMG Peat Marwick LLPthe Accountants, copies of which have heretofore been furnished to each Lenderand the Company's 10Q for the fiscal quarter ended September 30, 1997. Such financial statements (including the related schedules and notes) taken together with the Audited Pooled Combined Proforma Financial Statements included in SCHEDULE A (the "Pooled Combined Statements") fairly present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries as at such dateof December 31, 1996, and the Consolidated consolidated results of their 58 51 operations and their Consolidated cash consolidated cash-flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended . (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). ii) Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, have any material Guarantee Obligationliabilities, contingent liability or liability otherwise, including liabilities for taxes, taxes or any long-term lease or unusual forward or long-term commitment, including, without limitation, commitments or any Interest Rate Protection Agreement or foreign currency swap or exchange transactionGuarantee, which is are not reflected disclosed by or included in the foregoing above-referenced financial statements or in the notes theretoaccompanying notes, taken together with the Pooled Combined Statements, and there are no unrealized or anticipated losses from any unfavorable commitments of the Company or any of its Subsidiaries which may have a Material Adverse Effect. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 the Financial Statements Date to and including the date hereof hereof: (i) there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its their business or property and, other than the acquisitions of Staff Administrators, Inc. and Amstaff, Inc., no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31the Financial Statements Date; and (ii) neither the Company nor any of their Subsidiaries have made a Restricted Payment, 1996or agreed or committed to make a Restricted Payment. (biii) The pro forma balance sheet All the above-referenced financial statements (including the related schedules and notes) have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the Accountants and disclosed therein and, in the case of interim financial statements, subject to normal year-end adjustments and the absence of footnotes and schedules). (iv) Since the Financial Statements Date (other than as reflected by the Pooled Combined Statements) there has been no development or event, or to the best knowledge of the Company and its Consolidated SubsidiariesCompany, copies of any prospective development or event, which has had or could reasonably be anticipated to have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentationa Material Adverse Effect. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of Since the date of delivery thereof and fairly presents hereof, no event, condition or other development has occurred relating to any matter disclosed on SCHEDULE A that has, or could reasonably be expected to have, a pro forma basis the Consolidated financial position of the Material Adverse Effect. The Company and its Consolidated Subsidiaries as at September 30is not party to or bound by any contract, 1997agreement or instrument, as adjustednor subject to any charter or other corporate restriction which will, as described aboveunder current or foreseeable conditions, assuming such events had occurred at September 30, 1997have a Material Adverse Effect.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Parent and its Consolidated Subsidiaries as at December March 31, 1996 1999 and March 31, 2000, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lenderand accompanied by an unqualified report from PricewaterhouseCoopers, present fairly fairly, in all material respects, the Consolidated consolidated financial condition of the Company Parent and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 its operations and their Consolidated its consolidated cash flows for the respective fiscal year years then ended. The unaudited Consolidated consolidated balance sheet of the Company Parent and its Consolidated Subsidiaries as at September 30December 31, 1997 2000, and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished on the basis disclosed in the footnotes to each Lendersuch financial statements, present fairly fairly, in all material respects, the Consolidated consolidated financial condition of the Company Parent and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the nine-month period then ended (subject to the omission of certain footnotes and normal year-end audit adjustments and the absence of notesother adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinexcept that such unaudited financial statements do not contain certain footnotes). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any All material Guarantee ObligationObligations, material contingent liability or liability liabilities and liabilities for taxes, or any all material long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transactiontransaction or other obligation in respect of derivatives, which is not according to GAAP must be reflected in the foregoing such financial statements or in the notes theretothereto are so reflected. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Company Parent or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person that would be material to the Parent and its Subsidiaries taken as a whole, other than any such disposition which is reflected in the RIK Acquisition) material foregoing financial statements or in relation the notes thereto, or which has otherwise been disclosed in writing to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished Lenders on or prior to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Date.

Financial Condition. The Borrower has heretofore furnished to ------------------- the Lenders each of the following: (i) its consolidated balance sheet and statements of income, stockholders equity and cash flows (a) The Consolidated balance sheet as of and for the fiscal year ended December 31, 2000, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (b) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2001, certified by its chief financial officer. Such consolidated financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end adjustments and the absence of footnotes in the case of the statements referred to in clause (b) above; (ii) the Statutory Statements for the year ended December 31, 2000 of each Insurance Company that is a Material Subsidiary and that is required by any Applicable Insurance Regulatory Authority to file such Statutory Statements, and such Statutory Statements have been prepared in accordance with statutory accounting practices and filed with the Applicable Insurance Regulatory Authorities, and present fairly, in all material respects, the financial condition of such Insurance Company as at said date and its results of operations for the fiscal year ended on said date in accordance with statutory accounting practices; and (iii) consolidated balance sheets of each Material Subsidiary which is not an Insurance Company described in paragraph (ii) above and its Consolidated Subsidiaries as at December 31, 1996 2000, and the related Consolidated consolidated statements of earnings income, stockholders' equity and cash flow of cash flows such Material Subsidiary and its Consolidated Subsidiaries for its fiscal year ended on said date, and all such financial statements present fairly, in all material respects, the consolidated financial condition of such Material Subsidiary and its Consolidated Subsidiaries as at the applicable date and the consolidated results of their operations for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP and practices applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997consistent basis.

Financial Condition. (aA) The Consolidated balance sheet Financial Statements, copies of which have been delivered to Lender, fairly present the Company financial condition of Borrower and its Consolidated Subsidiaries as at December 31, 1996 the respective dates thereof and the related Consolidated statements results of earnings and operations of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period periods ended on such daterespective dates, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout GAAP, and since December 29, 1995 (as modified by the projections contained in the Private Placement Memorandum) there has been no Material Adverse Effect. The accountants whose report on the audited Financial Statements is filed with the Commission are, and during the periods involved as required covered by GAAP (except as approved by such their report(s) were, independent certified public accountants or Responsible Officer, as with respect to Borrower within the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date meaning 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in Securities Act and the foregoing statements or in the notes theretorules and regulations thereunder. Except as set forth in on Schedule 7.14.7(A), during the period from December 31since September 27, 1996 to and including the date hereof there has been no sale1996, transfer or other disposition by the Company or neither Borrower nor any of its Consolidated Subsidiaries has (i) undertaken any liability or obligation, direct or contingent, except for liabilities or obligations undertaken in the ordinary course of business, (ii) issued any material part securities or incurred any liability or obligation, primary or contingent, for borrowed money, (iii) entered into any transaction not in the ordinary course of business, (iv) made any change in its accounting methods or practices, (v) taken any action nor has any event occurred which would require the filing of a Current Report on Form 8-K by Borrower with the Commission, (vi) declared or paid any dividend or made any distribution on any of its business capital stock or property and no redeemed, purchased or otherwise acquired or agreed to redeem, purchase or other acquisition otherwise acquire any shares of any business or property (including any its capital stock of or (vii) incurred any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996Indebtedness. (bB) The Borrower has heretofore furnished to Lender in the Private Placement Memorandum pro forma balance sheet consolidated statements of the Company financial condition and its Consolidated Subsidiaries, copies pro forma consolidated statements of which have heretofore been furnished to each Lender, is the balance sheet operations of the Company Borrower and its Consolidated Subsidiaries as of September 30the dates and for the periods specified therein. Such pro forma statements are the unaudited consolidated financial statements of Borrower and its Consolidated Subsidiaries, 1997 (as of the "Pro Forma Date")dates and for the periods specified therein, adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date financing contemplated by this Agreement and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Current Senior Loan Documents and the Recapitalization Documentationcertain other events and assumptions as set forth therein. Such balance sheet was pro forma financial statements (including any related schedules and notes) have been prepared on the basis of the statements and assumptions set forth therein and the projections and the assumptions expressed therein were reasonably based on the information available to Borrower at the time so furnished. (C) Borrower has heretofore furnished to Lender in the Private Placement Memorandum projected balance sheets, income statements and statements of cash flow prepared on an annual basis for the years specified therein. Such projections were believed at the time furnished to be reasonable, have been prepared on a reasonable basis and in good faith by Borrower, and have been based on assumptions believed by Borrower to be reasonable at the time made and on upon the best information then reasonably available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Borrower.

Financial Condition. (a) The Consolidated audited consolidated balance sheet sheets of the Company Holding and its Consolidated consolidated Subsidiaries as at of December 31, 1996 1998, December 31, 1999 and December 31, 2000 and the related Consolidated consolidated statements of earnings income, shareholders' equity and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick LLPand accompanied by an unqualified report from Deloitte & Touche LLP present fairly, copies of which have heretofore been furnished to each Lenderin all material respects, present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the respective fiscal year years then ended, of Holding and its consolidated Subsidiaries. The unaudited Consolidated consolidated balance sheet of the Company Holding and its Consolidated consolidated Subsidiaries as at September 30March 31, 1997 2001, and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the ninethree-month period ended of Holding and its consolidated Subsidiaries, on such date, certified by a Responsible Officerpresent fairly, copies of which have heretofore been furnished to each Lenderin all material respects, present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the ninethree-month period then ended ended, of Holding and its consolidated Subsidiaries (subject to the omission of footnotes and normal year-end audit adjustments and the absence of notesother adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby (except as approved by such accountants or a Responsible Officer, as the case may beand disclosed in any such schedules and notes, and as disclosed thereinsubject to the omission of footnotes from such unaudited financial statements). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 2000 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company or any of Holding and its Consolidated consolidated Subsidiaries of any material part of its the business or property of Holding and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Holding and its Consolidated Subsidiaries at December 31consolidated Subsidiaries, 1996taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma balance sheet of the Company Holding and its Consolidated Subsidiariesconsolidated Subsidiaries (the "PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company Holding and its Consolidated consolidated Subsidiaries as of September 30March 31, 1997 2001 (the "Pro Forma DatePRO FORMA DATE"), adjusted to give effect (as if such events had occurred on such date) to (wi) the consummation receipt by the Borrower of the Recapitalizationgross cash proceeds (prior to any underwriting discount or other associated fees and commissions or any deduction of associated fees and expenses) from the issuance of the 2001 Senior Notes, (xii) the making of the Loans and other extensions Extensions of credit hereunder Credit to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby hereby, and (yiii) the payment of actual or estimated fees, expenses, financing costs and tax payments related to the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents hereby and the Recapitalization Documentationthereby. Such balance sheet The Pro Forma Balance Sheet was prepared based on good faith assumptions and on in accordance with Article 11 (Pro Forma Financial Information) of Regulation S-X under the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997Securities Act.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Brookwood and its Consolidated consolidated Subsidiaries as at December July 31, 1996 1995 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPDeloitte & Touche, copies of which have heretofore been furnished to each Lenderthe Bank, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Brookwood and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Brookwood and its Consolidated consolidated Subsidiaries as at September 30, 1997 1996 and the related unaudited Consolidated consolidated statements of earnings income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lenderthe Bank, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company Brookwood and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible OfficerOfficers, as the case may be, and as disclosed therein). Neither the Company Brookwood nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31September 30, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company either Brookwood or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Brookwood and its Consolidated consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 19971996.

Financial Condition. (a) The Consolidated Borrower has heretofore furnished to each Lender an audited consolidated and related consolidating balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December 31, 1996 1997 and the notes thereto and the related Consolidated consolidated statements of earnings income, stockholders' equity and of cash flows for the fiscal year Fiscal Year then ended on as examined and certified by PricewaterhouseCoopers, L.L.P., and unaudited consolidated and consolidating interim financial statements of the Borrower and its Subsidiaries consisting of a consolidated and consolidating balance sheets and related consolidated and consolidating statements of income, stockholders' equity and cash flows, in each case without notes, for and as of the end of the nine (9) month period ending September 30, 1998. Except as set forth therein, such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, financial statements (including the notes thereto) present fairly the Consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company end of such Fiscal Year and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-nine (9) month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and the changes in its stockholders' equity for the Fiscal Year and interim period then ended, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments; (b) The Borrower has heretofore furnished to each Lender an audited balance sheet of each of FJC and its Subsidiaries, as at their Consolidated most recent fiscal year ends and the notes thereto and the related statements of income, stockholders' equity and cash flows for the nine-month period Fiscal Year then ended (subject to normal year-end audit adjustments as examined and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required certified by GAAP (except as approved by such accountants or Responsible Officer, as the case may beindependent public accountants, and as disclosed therein). Neither the Company nor any unaudited consolidated interim financial statements of FJC and its Consolidated Subsidiaries hadconsisting of consolidated balance sheets and related consolidated statements of income, at the date of stockholders' equity and cash flows, in each case without notes, for the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability recently ended quarterly period for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing financial statements or in the notes theretoare available. Except as set forth in Schedule 7.1therein, during the period from December 31, 1996 to and such financial statements (including the notes thereto) present fairly the financial condition of each of FJC and its Subsidiaries as of the end of such Fiscal Year and quarterly period and results of their operations and the changes in its stockholders' equity for the Fiscal Year and interim period then ended, all in conformity with GAAP applied on a Consistent Basis, subject however, in the case of unaudited interim statements to year end audit adjustments; (c) since the later of (i) the date of the audited financial statements delivered pursuant to Section 6.6(a) hereof or (ii) the date of the audited financial statements most recently delivered pursuant to Section 7.1(a) hereof, there has been no salematerial adverse change in the condition, transfer financial or other disposition by otherwise, of the Company Borrower or any of its Consolidated Subsidiaries or in the businesses, properties, performance, prospects or operations of the Borrower or its Subsidiaries, nor have such businesses or properties been materially adversely affected as a result of any fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (d) except as set forth in the financial statements referred to in Section 6.6(a) or permitted by Section 8.5, neither Borrower nor any Subsidiary has incurred, other than in the ordinary course of business, any material part of its business or property and no purchase Indebtedness, Contingent Obligation or other acquisition of any business commitment or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of liability which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.remains outstanding or unsatisfied;

Financial Condition. (a) The Consolidated Borrower has heretofore furnished to each Lender an audited consolidated balance sheet of the Company Parent, the Borrower and its Consolidated Subsidiaries as at December 31February 24, 1996 2001 and the notes thereto and the related Consolidated consolidated statements of earnings operations, cash flows, and of cash flows stockholders' equity for the fiscal year Fiscal Year then ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company as examined and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretoErnst & Young. Except as set forth in Schedule 7.1therein, during the period from December 31, 1996 to and such financial statements (including the date hereof there has been no sale, transfer or other disposition by notes thereto) present fairly the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition and results of operations of the Company Parent, the Borrower and its Consolidated Subsidiaries at December 31as of the end of and for such Fiscal Year, 1996.all in conformity with GAAP applied on a Consistent Basis; (b) The pro forma balance sheet since the later of (i) the date of the Company audited financial statements delivered pursuant to Section 7.6(a) hereof or (ii) the date of the audited financial statements most recently delivered pursuant to Section 8.1(a) hereof, there has not occurred any event, condition or circumstance which has had or could reasonably be expected to have a Material Adverse Effect, nor have the businesses, properties or operations of the Parent, the Borrower and its Consolidated Subsidiaries, copies considered as a whole, been materially adversely affected as a result of which have heretofore been furnished to each Lenderany fire, explosion, earthquake, accident, strike, lockout, combination of workers, flood, embargo or act of God; and (c) except as set forth in Schedule 7.6 or the Borrower's Form 10-K filed with the Securities and Exchange Commission for the Borrower's Fiscal Year ended February 24, 2001, neither the Parent, the Borrower nor any Subsidiary has incurred, other than in the ordinary course of business, any material Indebtedness. Neither the Parent, the Borrower nor any Subsidiary is the balance sheet in default and no waiver of the Company and its Consolidated Subsidiaries as of September 30default is currently in effect, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) in the payment of the fees and expenses paid in connection with the consummation any principal or interest on any Indebtedness of the Recapitalization Parent, the Borrower or such Subsidiary and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available no event or condition exists with respect to the Company as any Indebtedness of the date Parent, the Borrower or any Subsidiary the outstanding principal amount of delivery thereof which exceeds $30,000,000 that would permit (or that with notice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to become due and fairly presents on a pro forma basis the Consolidated financial position payable before its stated maturity or before its regularly scheduled dates of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997payment.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company ------------------- Borrower and its Consolidated the Restricted Subsidiaries as at December 31, 1996 1999, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries the Restricted Subsidiaries, taken as a whole, as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company Borrower and its Consolidated the Restricted Subsidiaries as at September 30March 31, 1997 2000, and the related unaudited Consolidated consolidated statements of earnings operations and of cash flows for the ninethree-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated the Restricted Subsidiaries as at such date, and the Consolidated consolidated results of their operations and their Consolidated consolidated cash flows for the ninethree-month period then ended (subject to normal year-end audit adjustments and the absence of notescomplete footnote disclosure). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability therein and except for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transactioninterim financial statements, which is not reflected in the foregoing statements or in the notes theretoare subject to normal year-end adjustments and lack footnotes). Except as set forth in Schedule 7.15.1, ------------ during the period from December 31, 1996 1999, to and including the date hereof Effective Date there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated the Restricted Subsidiaries of any material part of its business business, assets or property and no purchase or other acquisition of any business business, assets or property (including any capital stock Equity Interests of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated the Restricted Subsidiaries at December 31, 19961999. (b) The financial statements of the Borrower and the Restricted Subsidiaries and other information most recently delivered under Sections -------- 6.1(e), 7.1(a) and (b) were prepared in accordance with GAAP and present -------------- --- fairly in all material respects the consolidated financial condition, results of operations, and cash flows of the Borrower and the Restricted Subsidiaries, taken as a whole, as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments and the absence of footnotes). (i) The pro forma balance sheet of the Company financial information, Budgets and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries projections attached hereto as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.Schedule 5.1

Financial Condition. (a) The Consolidated Borrower has heretofore furnished to the Administrative Agent and each Lender an audited consolidated balance sheet of the Company Borrower and its Consolidated the Subsidiaries as at December 31, 1996 2004, and the notes thereto and the related Consolidated consolidated statements of earnings income, stockholders’ equity and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants. The unaudited Consolidated balance sheet Such financial statements (including the notes thereto) present fairly, in all material respects, the financial condition of the Company Borrower and its Consolidated the Subsidiaries as at September 30of December 31, 1997 2004, and the related unaudited Consolidated statements results of earnings their operations, the changes in their stockholders’ equity and of their cash flows for the nine-month period ended on such dateFiscal Year then ended, certified by all in conformity with GAAP consistently applied. Since December 31, 2004, there has not occurred any event or circumstance that has resulted or could reasonably be expected to result in a Responsible Officermaterial adverse change in the business, copies of which have heretofore been furnished to each Lenderassets, present fairly the Consolidated operations, properties or condition, financial condition or otherwise, or liabilities of the Company and its Consolidated Subsidiaries as at such date, Borrower and the Consolidated results Subsidiaries, taken as a whole (other than any event or condition (a “Publicly Disclosed Matter”) specifically identified in the Borrower’s Form 10-K filed with the SEC with respect to the fiscal year ended December 31, 2004 and each Form 8-K filed by the Borrower with the SEC after the filing of their operations such Form 10-K and their Consolidated cash flows prior to the date hereof; provided that all risk factors, general descriptions of the Borrower’s business, industry and competitors (including general descriptions of risks and liabilities relating thereto), projections and forward looking statements contained in any such filings shall be disregarded for purposes of determining the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesPublicly Disclosed Matters). All such financial statementsSince the Original Effective Date, including the related schedules and notes thereto, there have been prepared no changes in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date status of the most recent balance sheet referred to abovePublicly Disclosed Matters that, 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 Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements individually or in the notes thereto. Except as set forth in Schedule 7.1aggregate, during the period from December 31, 1996 could reasonably be expected to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996have a Material Adverse Effect. (b) The pro forma balance sheet of Borrower has, on or prior to the Company and its Consolidated SubsidiariesOriginal Effective Date, copies of which have heretofore been furnished to each Lender, is the balance sheet Administrative Agent for distribution to the Lenders the Borrower’s forecast model with respect to Fiscal Years through 2012 including a projected consolidated statement of EBITDA and selected cash flow information (the Company and its Consolidated Subsidiaries “Model”) prepared giving effect to the Original Transactions as if the Original Transactions had occurred as of September 30January 1, 1997 (2006. The Model was prepared in good faith by the "Pro Forma Date"), adjusted to give effect (as if such events had occurred Borrower based on such date) to (w) assumptions and estimates believed by the consummation of Borrower on the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder date thereof to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet reasonable, was prepared based on good faith assumptions and on the best information available to the Company as Borrower after due inquiry and accurately reflects all material adjustments required to be made to give effect to the Original Transactions. (c) As of the date of delivery thereof and fairly presents Original Effective Date, neither the Borrower nor any Subsidiary had any material Indebtedness or other material obligations or liabilities, direct or contingent, other than (i) the liabilities reflected on a pro forma basis Schedule 3.06, (ii) obligations arising under this Agreement, (iii) obligations arising under the Consolidated financial position Settlement Agreements, (iv) liabilities in respect of the Company Shareholder Litigation and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997(v) liabilities incurred in the ordinary course of business.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December 31, 1996 and the related Consolidated consolidated statements of earnings income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLPwith the opinion thereon of Ernst & Young, copies of which have L.L.P. heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at such dateJune 30, and the Consolidated results of their 58 51 operations 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Borrower and its Consolidated cash flows Subsidiaries for the fiscal year then ended. The unaudited Consolidated balance sheet six month period ended on such date heretofore furnished to the Administrative Agent, are complete and correct and fairly present the consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at September 30, 1997 said dates and the related unaudited Consolidated statements results of earnings and of cash flows its operations for the nine-fiscal year and the six month period ended on such datesaid dates, certified by all in accordance with GAAP, as applied on a Responsible Officerconsistent basis (subject, copies of which have heretofore been furnished to each Lender, present fairly in the Consolidated financial condition case of the Company and its Consolidated Subsidiaries as at such dateinterim financial statements, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereinadjustments). Neither the Company Borrower nor any of its Consolidated Subsidiaries had, at Subsidiary has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing Financial Statements, notes thereto and reports and registration statements or in of the notes theretoBorrower filed with the SEC. Except as set forth in Schedule 7.1, during the period from Since December 31, 1996 to and including the date hereof 1996, there has been no sale, transfer change or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996event having a Material Adverse Effect. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company Borrower and its Consolidated Subsidiaries as at December 31, 1996 2000 and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPErnst & Young, L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither the Company Borrower nor any of its Consolidated Subsidiaries had, at the date as of the most recent balance sheet referred to aboveDecember 31, 2000, 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 Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the schedules or notes thereto. Except as set forth in on Schedule 7.15.1, during the period from December 31, 1996 2000 to ------------ and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its business or their business, assets or property and no purchase or other acquisition of any business business, assets or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries at December 31, 19962000. (b) The pro forma balance sheet financial statements of the Company Borrower and its Consolidated SubsidiariesSubsidiaries and other information most recently delivered under Sections 7.1(a) and (b) were prepared in accordance with GAAP (except in the case of interim statements which shall be without footnotes) and present fairly the consolidated financial condition, copies results of which have heretofore been furnished to each Lenderoperations, is the balance sheet and cash flows of the Company Borrower and its Consolidated Subsidiaries as of September 30of, 1997 (and for the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation portion of the Recapitalizationfiscal year ending on the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments). There were no liabilities, (x) the making direct or indirect, fixed or contingent, of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company Borrower or its Consolidated Subsidiaries as of the date or dates of delivery thereof such financial statements which are material to the Borrower and fairly presents on the Subsidiaries, taken as a pro forma basis whole, and which are not reflected therein, or in the Consolidated financial position case of the Company and annual statements, in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents, there have been no changes in the consolidated financial condition of the Borrower and/or its Consolidated Subsidiaries as at September 30from that shown in such financial statements after such date which could reasonably be expected to have a Material Adverse Effect, 1997nor has the Borrower or any Consolidated Subsidiary incurred any liability (including, as adjustedwithout limitation, as described aboveany liability under any Environmental Law), assuming direct or indirect, fixed or contingent, after such events had occurred at September 30, 1997date which could reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company ------------------- Borrower and its Consolidated consolidated Subsidiaries as at December 31, 1996 and the related Consolidated consolidated statements of earnings operations and shareholders' equity and of cash flows for the fiscal year ended on such date, reported on by KPMG Peat Marwick LLPMarwick, copies of which have heretofore been furnished to each the Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 operations and their Consolidated shareholders' equity and cash flows for the fiscal year then ended. The unaudited Consolidated consolidated balance sheet of the Company and its Consolidated Subsidiaries Borrower as at September 30, 1997 and the related unaudited Consolidated consolidated statements of earnings operations and shareholders' equity and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each the Lender, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their operations and shareholders' equity and their Consolidated consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notesadjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein)involved. Neither the Company Borrower nor any of its Consolidated consolidated Subsidiaries hadhas, at the date of the most recent balance sheet referred to abovehereof, 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 Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock Capital Stock of any other Person other than the RIK AcquisitionPerson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated balance sheet of the Company Guarantor and its Consolidated Subsidiaries as at December 31, 1996 1999 and the related consolidated statement of income, stockholders' equity and cash flow of the Guarantor and its Consolidated statements of earnings and of cash flows Subsidiaries for the fiscal year ended on such said date, reported on by KPMG Peat Marwick LLP, copies with the opinion thereon of which have Price Waterhouse heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company Lenders and the unaudited consolidated balance sheet of the Guarantor and its Consolidated Subsidiaries as at such dateJune 30, and the Consolidated results of their 58 51 operations 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Guarantor and its Consolidated cash flows Subsidiaries for the fiscal year then ended. The unaudited Consolidated balance sheet six-month period ended on such date heretofore furnished to the Agent, are complete and correct and fairly present the consolidated financial condition of the Company Guarantor and its Consolidated Subsidiaries as at September 30, 1997 said dates and the related unaudited Consolidated statements results of earnings and of cash flows its operations for the ninefiscal year and the six-month period ended on such datesaid dates, certified by all in accordance with GAAP, as applied on a Responsible Officerconsistent basis (subject, copies of which have heretofore been furnished to each Lender, present fairly in the Consolidated financial condition case of the Company and its Consolidated Subsidiaries as at such dateinterim financial statements, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible Officer, as the case may be, and as disclosed thereinadjustments). Neither the Company Guarantor nor any of its Consolidated Subsidiaries had, at has on the date of the most recent balance sheet referred to above, Closing Date any material Guarantee ObligationDebt, Trade Payables, contingent liability or liability liabilities, liabilities for taxes, or any long-term lease or unusual forward or long-term commitmentcommitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any Interest Rate Protection Agreement except as referred to or foreign currency swap reflected or exchange transaction, which is not reflected provided for in the foregoing statements Financial Statements or in Schedule 7.02 of the notes theretoCredit Agreement. Except as set forth in Schedule 7.1, during the period from Since December 31, 1996 to and including the date hereof 1999, there has been no sale, transfer change or other disposition by event having a Material Adverse Effect. Since the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition date of the Company and its Consolidated Subsidiaries at December 31Financial Statements, 1996. (b) The pro forma balance sheet neither the business nor the Properties of the Company Guarantor and its Consolidated Subsidiaries, copies taken as a whole, have been materially and adversely affected as a result of which have heretofore been furnished to each Lenderany fire, is the balance sheet explosion, earthquake, flood, drought, windstorm, accident, strike or other labor disturbance, embargo, requisition or taking of the Company and its Consolidated Subsidiaries as Property or cancellation of September 30contracts, 1997 (the "Pro Forma Date")permits or concessions by any Governmental Authority, adjusted to give effect (as if such events had occurred on such date) to (w) the consummation riot, activities of the Recapitalization, (x) the making armed forces or acts of the Loans and other extensions God or of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997any public enemy.

Financial Condition. (a) The Consolidated consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at December 31, 1996 2006 and December 31, 2005 and the related Consolidated consolidated statements of earnings operations and of cash flows for the fiscal year years ended on such datedates, reported on by KPMG Peat Marwick Ernst & Young LLP, copies of which have heretofore been furnished to each LenderBuyer and Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Company and its Consolidated Subsidiaries BSX as at such datedates, and the Consolidated consolidated results of their 58 51 its operations and their Consolidated its consolidated cash flows for the fiscal year years then ended. The unaudited Consolidated consolidated balance sheet of the Company BSX and its Consolidated consolidated Subsidiaries as at September 30, 1997 2007 or, if later and prior to the date of this Agreement, the date of BSX's most recent publicly available Form 10-Q and the related unaudited Consolidated consolidated statements of earnings operations and of cash flows for the nine-month fiscal period ended on such date, certified by a Responsible an Authorized Officer, copies of which have heretofore been furnished to Buyer and each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the Consolidated consolidated financial condition of the Company BSX and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their its operations and their Consolidated its consolidated cash flows for the nine-month fiscal period then ended (subject to normal year-end audit adjustments and the absence of notes)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such accountants or Responsible an Authorized Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of BSX, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Company BSX nor any of its Consolidated consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto. Except as set forth in Schedule 7.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.

Financial Condition. (a) The Consolidated audited consolidated and consolidating balance sheet of the Company Borrower and its Consolidated consolidated Subsidiaries, and the related consolidated and consolidating statements of earnings and statements of cash flows, as of March 31, 1997 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such date and for such periods. The unaudited interim balance sheets of the Borrower and its consolidated Subsidiaries as at December 31the end of, 1996 and the related Consolidated unaudited interim statements of earnings and of cash flows for for, each fiscal month and quarterly period ended after March 31, 1997 and prior to the fiscal year ended on such date, reported on by KPMG Peat Marwick LLP, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their 58 51 operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, i) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved as required by GAAP covered thereby and (except as approved by ii) present fairly (on the basis disclosed in the footnotes to such accountants or Responsible Officerfinancial statements) the consolidated financial condition, as the case may be, results of operations and as disclosed therein). Neither the Company nor any of its Consolidated Subsidiaries had, at the date cash flows of the most recent balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability Borrower and its consolidated Subsidiaries as of such date and for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes theretosuch periods. Except as set forth in Schedule 7.1, during During the period from December March 31, 1996 1997 to and including the date hereof Closing Date, there has been no sale, transfer or other disposition by the Company Borrower or any of its Consolidated Subsidiaries of any material part of its the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other Person other than the RIK Acquisitionperson) material in relation to the Consolidated consolidated financial condition of the Company Borrower and its Consolidated Subsidiaries at December 31consolidated Subsidiaries, 1996taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The pro forma projections of profit and loss statements, balance sheet of sheets and cash flow reports for the Company Borrower and its Consolidated Subsidiariesconsolidated Subsidiaries on a consolidated basis for fiscal year 1998, copies of which have heretofore been furnished to each Lender, is are based upon reasonable assumptions made known to the balance sheet of the Company Lenders and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder upon information not known to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid incorrect or misleading in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997any material respect.

Financial Condition. (a) The Consolidated unaudited pro forma consolidated balance sheet (including the notes thereto) (the “Pro Forma Balance Sheet”), of the Company Borrower and its Consolidated consolidated Subsidiaries, dated as of December 31, 2002, and adjusted to give effect (as if such events had occurred on such date) to (i) the Loans to be made on the Original Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing, a copy of which has been furnished to the Administrative Agent and each Lender, has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 1996 2002, assuming that the events specified in clauses (i) and (ii) above had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2001 and December 31, 2002, and the related Consolidated consolidated statements of earnings income and of cash flows for the fiscal year years ended on such datedates, reported on by and accompanied by an unqualified report from KPMG Peat Marwick LLP, copies consolidated balance sheet of which have heretofore been furnished the Borrower and its consolidated Subsidiaries as at March 31, 2003, and the related consolidated statement of income and of cash flow for the fiscal quarter then ended previously delivered to each Lenderthe Administrative Agent, present fairly the Consolidated consolidated financial condition of the Company Borrower and its Consolidated consolidated Subsidiaries as at such date, and the Consolidated consolidated results of their 58 51 the operations of the Borrower and its consolidated Subsidiaries and their Consolidated consolidated cash flows for the respective fiscal year years or fiscal quarter then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at September 30, 1997 and the related unaudited Consolidated statements of earnings and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of notes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved as required by GAAP (except as approved by such the aforementioned firm of accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Except as disclosed in writing to the Company nor any Administrative Agent, as of its Consolidated Subsidiaries had, at the date hereof, the Borrower and its Subsidiaries have no material Guarantee Obligations, contingent liabilities (which, in the case of contingent liabilities, are of the most recent balance sheet referred type required in accordance with GAAP to above, any material Guarantee Obligation, contingent liability or liability be disclosed in the Borrower’s annual financial statements) and liabilities for taxes, or any long-term lease leases or unusual forward or long-term commitmentcommitments, including, without limitation, any Interest Rate Protection Agreement or foreign currency swap or exchange transaction, which Hedging Obligation that is not reflected in the foregoing most recent financial statements or referred to in this paragraph except for Hedging Obligations incurred since the date of such financial statements in the notes theretoordinary course of business and disclosed on Schedule 3.23. Except as set forth in Schedule 7.1Since the Original Closing Date, during the period from December 31, 1996 to and including the date hereof except as disclosed on Schedule 3.1(b), there has been no sale, transfer or other disposition Disposition by the Company 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 other than the RIK Acquisition) material in relation to the Consolidated financial condition of the Company and its Consolidated Subsidiaries at December 31, 1996Property. (b) The pro forma balance sheet of the Company and its Consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, is the balance sheet of the Company and its Consolidated Subsidiaries as of September 30, 1997 (the "Pro Forma Date"), adjusted to give effect (as if such events had occurred on such date) to (w) the consummation of the Recapitalization, (x) the making of the Loans and other extensions of credit hereunder to be made on the Closing Date and the application of the proceeds thereof as contemplated hereby and (y) the payment of the fees and expenses paid in connection with the consummation of the Recapitalization and the other transactions contemplated by the Loan Documents and the Recapitalization Documentation. Such balance sheet was prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly presents on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at September 30, 1997, as adjusted, as described above, assuming such events had occurred at September 30, 1997.