Common use of Financial Statements Clause in Contracts

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial statements contained in its Form 10Section 3.11(a) of the Seller Disclosure Schedule sets forth copies of the Audited Historical Carve-K filing Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements. (b) Section 3.11(b) of the Seller Disclosure Schedule sets forth copies of an unaudited pro forma internal summary of the revenue, expenses and contribution to earnings of Film Capture for the fiscal year ended December 31years ended, 2012respectively, its latest filing made 2010, 2011 and 2012 (the “Film Capture Operations Financial Statements” and, together with the SECAudited Historical Carve-Out Financial Statements, ( the Unaudited Historical Carve-Out Financial Statements and the Unaudited Pro Forma Transaction Balance Sheets, the “BETA ’ Financial Statements”). (c) are complete in material respects Section 3.11(c) of the Seller Disclosure Schedule sets forth copies of the Unaudited Pro Forma Transaction Balance Sheets. The Unaudited Pro Forma Transaction Balance Sheets have been prepared based on adjustments to the Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements, such adjustments representing management’s good faith estimate (determined using reasonable judgment) of the Transferred Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities, as contemplated by this Agreement. (d) The Financial Statements were derived from the books and records of the Business. The Audited Historical Carve-Out Financial Statements and the Unaudited Historical Carve-Out Financial Statements (i) include certain expenses that have been allocated on a basis that Seller considers to be reasonable and applied consistently to the Business during the periods presented and (ii) have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis throughout the periods indicated. BETA’ covered thereby (except as may be indicated in the notes thereto). (e) The Financial Statements accurately set out are materially accurate and describe present in all material respects the financial condition and operating results of BETA as operations of the dates, and Business for the periods indicated thereincovered thereby except for (i) pro forma adjustments as identified in Section 3.11(c), subject to (ii) normal year-end audit adjustments. Except as set forth adjustments and accruals contained in BETA’ the Film Capture Operations Financial Statements, BETA has no liabilities, contingent or otherwise, other than (iiii) liabilities incurred in the ordinary course absence of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the any footnotes which that would be required in audited financial statements, present fairly to bring the financial position, assets Film Capture Operations Financial Statements into compliance with GAAP and liabilities (iv) the fact that the Financial Statements may not reflect the actual expenses the Business would have incurred if it had been operated as a stand-alone entity and may not be indicative of BETA and what the Business results of its operations, for the respective periods indicated financial position and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to cash flows may be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial statements contained in its CRA has filed an Annual Report on Form 10-K filing for the fiscal year ended December 31February 3, 20121996 and a Quarterly Report on Form 10-Q for the fiscal quarters ended May 4, its latest filing made with 1996, August 3, 1996 and November 2, 1996 (together the SEC, ( “BETA ’ Financial Statements”) are complete "PUBLIC REPORTS"). The financial statements included in material respects and or incorporated by reference into the Public Reports have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe covered thereby, present fairly the financial condition of CRA and operating results of BETA its Subsidiaries as of the dates, indicated dates and the results of operations of CRA and its subsidiaries for the periods indicated thereinperiods, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance are consistent with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETACRA and its Subsidiaries, and although BETA’ Interim Financial Statements comply with the material provisions of Regulations S-K and S-X of the Securities Act. Attached as Schedule 3(f) are not audited the unaudited consolidated balance sheet, income statement and do not contain cash-flow statement of CRA and its Subsidiaries as of and for the footnotes fiscal quarter and fiscal year ended February 1, 1997 (together with the Public Reports and including the related notes and schedules, the "FINANCIAL STATEMENTS") which would be required have been prepared in audited financial statementsaccordance with GAAP on a basis consistent with the Public Reports, except for footnote disclosures, applied on a consistent basis throughout the periods covered thereby, present fairly the financial position, assets condition of CRA and liabilities its Subsidiaries as of BETA the indicated dates and the results of operations of CRA and its operations, Subsidiaries for the respective periods indicated periods, and reflect all necessary accrualsare consistent with the books and records of CRA and its Subsidiaries. The financial statements to be delivered pursuant to ss.5(f)(viii) will be derived from the accounting books and records of CRA, all will provide adequate disclosure of material changes to the accounts or business of CRA and its Subsidiaries and will be prepared in conformity accordance with GAAP applied and otherwise on a consistent basisthe same basis as the Financial Statements, except that the monthly financial statements delivered pursuant to ss. The Financial Statements contain all adjustments (consisting of only normal recurring accruals5(f)(viii) required to may be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ The consolidated financial statements contained in of the Company and its Form 10-K filing Subsidiaries for the fiscal year ended December 31, 20122005, certified by BDO S▇▇▇▇▇▇, LLP, independent public accountants, copies of which have been furnished to the Lender, fairly present the consolidated financial condition of the Company and its latest filing made Subsidiaries as at such date and the consolidated results of the operations of the Company and its Subsidiaries for the period ended on such date, all in accordance with Generally Accepted Accounting Principles applied on a consistent basis. Since December 31, 2005, there has been no Material Adverse Effect and there exists no event, condition, or state of facts that could reasonably be expected to result in a Material Adverse Effect. (b) The Company has heretofore furnished to the Lender copies of the annual financial statements of each of the Insurance Subsidiaries as of December 31, 2005, 2004, 2003 and 2002, and for the fiscal years then ended, each as filed with the SECrelevant Insurance Regulatory Authority (collectively, ( the “BETA ’ Financial Historical Statutory Statements”). 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) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA Statutory Accounting Principles (except as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to may be reflected in BETA’ Financial Statements. BETA maintains the notes thereto and will continue subject, with respect to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial relevant quarterly statements, present fairly to the financial position, assets absence of notes required by Statutory Accounting Principles and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except ), were in compliance with applicable Requirements of Law when filed and present fairly the financial condition of the respective Insurance Subsidiaries covered thereby as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in of the assets or liabilities, or in the business or condition, financial or otherwise, or in respective dates thereof and the results of operations operations, changes in capital and surplus and cash flow of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or prospectsprovided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of BETA whether as a result the date of its respective Historical Statutory Statements, any material liabilities or obligations of any legislative or regulatory changenature whatsoever (whether absolute, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force contingent or otherwise and (iiwhether or not due) no that, in accordance with Statutory Accounting Principles, would have been required to have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material adverse change transactions, properties, assets, investments, liabilities and obligations, are in the assets or liabilitiesits possession and are true, or correct and complete in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureall material respects.

Financial Statements. (a) BETA’ The interim unaudited financial statements contained in its Form 10-K filing for the fiscal year Borrower and its Subsidiaries for the most-recently ended December 31Fiscal Quarter, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and copies of which have been prepared furnished to each Lender, fairly present in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated thereinall material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments. Except , the consolidated financial condition of the Borrower and its Subsidiaries as set forth at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in BETA’ Financial Statementsconformity with GAAP, BETA has no liabilitiesprovided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not 2010 as required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principleshereunder. (b) The audited unaudited consolidated balance sheet of BETA the Borrower and its Subsidiaries as of December 31, 2012 and related income statement for the twelve months end of the Fiscal Year ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA2009, and although BETA’ Interim Financial Statements are not audited the related statements of income and do not contain cash flows of the footnotes Borrower and its Subsidiaries for such Fiscal Year, copies of which would be required have been furnished to each Lender, (i) were prepared in audited conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial statements, present fairly condition of the financial position, assets Borrower and liabilities of BETA its Subsidiaries as at the date indicated and the consolidated results of its operations, their operations and cash flow for the respective periods period indicated and reflect all necessary accruals, all in conformity with GAAP applied on a basis consistent basis. The Financial Statements contain all adjustments with prior years (consisting of only normal recurring accruals) required except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to be made by GAAP, subject to normal year-end adjustmentsthe financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in Schedule 5.4the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, since and reflect projections for the period beginning approximately January 1, 2010 and ending approximately December 31, 2012 there has been (i) no material adverse change 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results light of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise current conditions and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and current facts known to the best knowledgeBorrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in projected therein for the futureperiods set forth therein.

Financial Statements. (a) BETAThe (i) audited consolidated balance sheet of Seller as of August 31, 2012, together with all notes and schedules thereto, and the related audited consolidated statements of operations, shareholders’ financial statements contained in its Form 10-K filing equity and comprehensive loss, and cash flows of Seller for the fiscal year ended December August 31, 2012, its latest filing made together with all notes and schedules thereto, and (ii) unaudited consolidated balance sheet of Seller as of the SECBalance Sheet Date and the related unaudited consolidated statement of operations of Seller for the year-to-date and fiscal quarter then ended (such audited and unaudited financial statements, ( including, in the case of such audited financial statements, the related notes and schedules thereto, are collectively referred to herein as the “BETA ’ Seller Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied set forth on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as Section 3.6(a) of the datesSeller Disclosure Schedule. Except in the case of the unaudited Seller Financial Statements, and for the periods indicated therein, subject to normal recurring year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent adjustments (none of which individually or otherwise, other than (i) liabilities incurred in the ordinary course aggregate will be material in amount) and the absence of business subsequent to December 30footnotes, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Seller Financial Statements were carefully have been prepared from the books and records of BETA, Seller and although BETA’ Interim Financial Statements are not audited its Subsidiaries and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity accordance with GAAP applied on a consistent basis. The statements of operations included in the Seller Financial Statements contain presents fairly in all material respects the consolidated results of operations (including the Legacy Defense Business) of Seller and its consolidated Subsidiaries for the periods indicated therein and the consolidated balance sheets included in the Seller Financial Statements present fairly in all material respects the consolidated financial condition of Seller and its Subsidiaries (including the Legacy Defense Business) as of the dates noted therein, in each case in accordance with GAAP (except in the case of the unaudited Seller Financial Statements, normal recurring year-end adjustments (consisting none of only normal recurring accrualswhich individually or in the aggregate will be material in amount) required and the absence of footnotes). (b) The (i) unaudited consolidated balance sheet of the Sold Companies (excluding the Legacy Defense Business) as of August 31, 2012 and the related unaudited consolidated statement of operations of the Sold Companies (excluding the Legacy Defense Business) for the fiscal year ended August 31, 2012 and (ii) the unaudited consolidated balance sheet of the Sold Companies (excluding the Legacy Defense Business) as of the Balance Sheet Date and the related unaudited consolidated statement of operations of the Sold Companies (excluding the Legacy Defense Business) for the year-to-date and fiscal quarter then ended (such unaudited financial statements in clauses (i) and (ii), collectively referred to be made by GAAPherein as the “Enterprise Financial Statements”, and together with the Seller Financial Statements, the “Financial Statements”) are set forth on Section 3.6(b) of the Seller Disclosure Schedule. The Enterprise Financial Statements (i) have been prepared from the books and records of the Sold Companies using the same accounting methods, historical policies, practices, principles and procedures with consistent classifications and estimation methodologies as were used in the preparation of the Seller Financial Statements and (ii) present fairly in all material respects the financial position of the Sold Companies (excluding the Legacy Defense Business) as of the dates noted therein and for the periods indicated therein (subject to normal recurring year-end adjustments, none of which individually or in the aggregate will be material in any amount). (c) Except Since August 26, 2011 (and to Seller’s Knowledge, between January 1, 2010 and August 26, 2011), the books of account and other financial records of Seller and its Subsidiaries have been kept accurately in the ordinary course of business consistent with applicable Laws, the transactions entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Seller and the Sold Companies have been properly recorded therein in each case in all material respects. Seller and its Subsidiaries have established and maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions, receipts and expenditures of Seller and its Subsidiaries are being executed and recorded timely, (ii) transactions are recorded as set forth necessary (A) to permit preparation of financial statements in Schedule 5.4conformity with GAAP and (B) to maintain accountability for assets, since December (iii) the amount recorded for assets on the books and records of Seller and its Subsidiaries are compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences and (iv) accounts, notes and other receivables and inventory are not recorded materially inaccurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis. Since August 31, 2012 2012, there has been no material change in any accounting controls, policies, principles, methods or practices, including any material change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of Seller and its Subsidiaries. (d) Since August 26, 2011, neither Seller nor any of its Subsidiaries nor, to the Knowledge of Seller, any Representative of any of the foregoing, has received or otherwise has obtained knowledge of any written, or to the Knowledge of Seller, oral material complaint, allegation, assertion or claim, regarding the accounting or auditing practices, procedures, methodologies or methods or internal accounting controls of Seller or any of the Subsidiaries, including any material complaint, allegation, assertion or claim that any of Seller or any of its Subsidiaries has engaged in improper accounting or auditing practices. (e) Section 3.6(e) of the Seller Disclosure Schedule sets forth (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results an aging report of operations or prospects, all accounts receivable of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise Storage AZ and (ii) no material adverse change an aging report of all accounts receivable of Storage Malaysia, in each case (x) excluding the Legacy Defense Business, (y) at the Balance Sheet Date and (z) in the assets form customarily prepared (excluding the Legacy Defense Business) by Storage AZ or liabilitiesStorage Malaysia, or as applicable (the “Enterprise AR Aging Reports”). All accounts receivable set forth in the business or condition, financial or otherwise, or Enterprise AR Aging Reports arose in bona fide sales of goods and services in the results ordinary course of operations or prospectsbusiness. To Seller’s Knowledge, as of BETA and to the best knowledge, information and belief of BETAdate hereof, no fact request or condition exists agreement for a material deduction or is contemplated or threatened which might cause such a change material discount has been made with respect to any of the accounts receivable set forth in the futureEnterprise AR Aging Reports. Each of the Enterprise AR Aging Reports has been prepared from the books and records of Storage AZ or Storage Malaysia, as applicable, reflects the accounts receivables and aging thereof used in the preparation of the unaudited consolidated balance sheet of the Sold Companies (excluding the Legacy Defense Business) as of the Balance Sheet Date included in the Enterprise Financial Statements. (f) Any claims or estimated future claims with respect to Product Warranties that were accrued for or reserved against in the balance sheet included in the Seller Financial Statements as of the Balance Sheet Date were accrued for or reserved against in accordance with GAAP.

Financial Statements. (a) BETA’ The audited consolidated balance sheet of the Borrower and its Subsidiaries for the most recently ended Fiscal Year for which financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been delivered pursuant to Section 7.1(b), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and operating results of BETA its Subsidiaries as of the datesdate thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a), and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the periods indicated thereinperiod covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no adjustments and (iii) show all material indebtedness and other liabilities, contingent direct or otherwisecontingent, other than (i) liabilities incurred in of the ordinary course of business subsequent to December 30, 2012 Borrower and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA its Subsidiaries as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records date of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited such financial statements, present fairly the financial positionincluding material liabilities for taxes, assets material commitments and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsIndebtedness. (c) Except The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were believed to be reasonable by the Borrower at the time made and at the time so furnished (it being understood and agreed that forecasts are not to be viewed as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in facts and that actual results during the assets period or liabilities, or in periods covered thereby may differ from the business or condition, financial or otherwise, or in the forecasted results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futuredifferences may be material).

Financial Statements. (a) BETA’ financial The Company has made available to SPAC true and complete copies of the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2021, and the related audited consolidated statements contained in its Form 10-K filing of income and profit and loss, and cash flows, for the fiscal year then ended December 31, 2012, its latest filing made with (the SEC, ( “BETA ’ Audited Financial Statements”). (b) are The Company has made available to SPAC true and complete in material respects copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2022, and the related unaudited consolidated statements of income and profit and loss, and cash flows, for the period then ended (the “Management Accounts” and together with the Audited Financial Statements, the “Company Financial Statements”). (c) The Company Financial Statements delivered by the Company (i) have been prepared in accordance with generally accepted accounting principles the books and records of the Company and its Subsidiaries, (ii) fairly present, in all material respects, the financial condition and the results of operations and cash flow of the Company and its Subsidiaries on a consolidated basis as of the dates indicated therein and for the periods indicated therein, except in the case of the Management Accounts, subject to (A) normal year-end adjustments and (B) the absence of footnotes required under GAAP, and (iii) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe involved (except as may be indicated in the financial condition and operating results of BETA as notes thereto), except that in the case of the dates, and for the periods indicated thereinManagement Accounts, subject to (A) normal year-end audit adjustmentsadjustments and (B) the absence of footnotes required under GAAP. Except Any audited financial statements delivered in accordance with Section 5.8 will, when so delivered, (A) be audited in accordance with the standards of the U.S. Public Company Accounting Oversight Board and (B) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant, in effect as set forth in BETA’ Financial Statementsof the respective dates thereof (including, BETA has no liabilitiesto the extent applicable to the Company, contingent or otherwise, other than Regulation S-X under the Securities Act). (d) The Company maintains a system of internal accounting controls which is reasonably sufficient to provide reasonable assurance that (i) liabilities incurred transactions are executed in the ordinary course of business subsequent to December 30accordance with management’s general or specific authorizations, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course transactions are recorded as necessary to permit preparation of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all statements in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments and to maintain asset accountability, (consisting of iii) access to assets is permitted only normal recurring accrualsin accordance with management’s general or specific authorization and (iv) required the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to be made by GAAP, subject to normal year-end adjustmentsany differences. (ce) Except as set forth In the past three (3) years, none of the Company or any of its Subsidiaries nor, to the Knowledge of the Company, an independent auditor of the Company or its Subsidiaries, has identified or been made aware in Schedule 5.4, since December 31, 2012 there has been writing of (i) no any significant deficiency or material adverse change weakness in the assets or liabilitiessystem of internal accounting controls utilized by the Company and its Subsidiaries, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change any fraud, whether or not material, that involves the Company’s or any Subsidiary’s management or other employees who have a role in the assets preparation of financial statements or liabilitiesthe internal accounting controls utilized by the Company and its Subsidiaries, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and (iii) to the best knowledgeKnowledge of the Company, information and belief any allegation, assertion or claim regarding any of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureforegoing.

Financial Statements. (a) BETACopies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ financial statements contained in its Form 10-K filing equity and cash flows for the fiscal year ended December 31, 20122008, its latest filing made together with the SECnotes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, ( independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “BETA Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) are complete in material respects and have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicatedinvolved. BETA’ Financial Statements accurately set out The Purden Lake Balance Sheets are true and describe accurate and fairly present as of their respective dates the financial condition and operating results of BETA as Purden Lake. As of the datesrespective dates of the Purden Lake Balance Sheets, except as and for to the periods indicated extent reflected or reserved against therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has Purden Lake had no liabilities, contingent liabilities or otherwise, other than obligations (iabsolute or contingent) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to which should be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered the Purden Lake Balance Sheets or the notes thereto prepared in accordance with generally accepted accounting principles. (b) GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The audited balance sheet statements of BETA as of December 31operations, 2012 stockholders’ equity and related income statement for cash flows in the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Purden Lake Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present reflect fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) information required to be made set forth therein by GAAP, subject to normal year-end adjustments. (c) Except Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in Schedule 5.4the Purden Lake Schedules or the Purden Lake Financial Statements, since December 31, 2012 there Purden Lake has been (i) no material adverse change in the assets or liabilities, direct or in the business indirect, matured or conditionunmatured, financial contingent or otherwise, or . (f) Purden Lake shall have no liabilities on the Closing Date (as defined in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureSection 4.2).

Financial Statements. The Borrower has furnished to Agent: (a) BETA’ the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of the close of business on Balance Sheet Date and the related unaudited consolidated statement of income and cash flow as of the close of business on Balance Sheet Date certified by the chief financial statements contained in its Form 10-K filing officer, treasurer or other senior financial officer of the REIT reasonably acceptable to Agent, (b) as of the Closing Date, an unaudited statement of Net Operating Income for each of the Unencumbered Properties for the fiscal year ended December 31period ending on the Balance Sheet Date, 2012reasonably satisfactory in form to the Agent and certified by the chief financial officer, its latest filing made with treasurer or other senior financial officer of the SECREIT reasonably acceptable to Agent as fairly presenting the Net Operating Income for such Unencumbered Properties for such periods, ( “BETA ’ Financial Statements”and (c) are complete in material respects certain other financial information relating to the Borrower, the Guarantors, if any, and the Real Estate (including, without limitation, the Unencumbered Properties). Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP and fairly present in all material respects the periods indicated. BETA’ Financial Statements accurately set out and describe the consolidated financial condition of the Borrower and operating its Subsidiaries as of such dates and the consolidated results of BETA as the operations of the dates, Borrower and its Subsidiaries for the periods indicated thereinsuch periods, subject to normal year-end audit adjustmentsadjustments and the absence of footnotes. Except as set forth in BETA’ Financial Statements, BETA has There are no liabilities, contingent or otherwise, other than (i) liabilities incurred in of the ordinary course Borrower or any of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not its Subsidiaries involving material amounts that are required under generally accepted accounting principles by GAAP to be reflected disclosed in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements such financial statements that are not audited and do not contain the footnotes which would be required disclosed in audited said financial statements, present fairly the financial position, assets and liabilities of BETA statements and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsrelated notes thereto. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (aA) BETA’ The audited consolidated financial statements contained and related schedules and notes included in the SEC Documents comply in all material respects with the requirements of the Exchange Act and the Act and the rules and regulations of the SEC thereunder, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved and fairly present in all material respects the financial condition, results of operations, cash flows and changes in stockholders' equity of the Company and its Form 10-K filing Subsidiaries at the dates and for the fiscal year periods presented. The Company previously delivered true and complete copies of the audited consolidated financial statements and related schedules and notes of the Company as of January 27, 1996 and January 28, 1995 and for each of the three years in the period ended December 31January 27, 20121996 (the "1995 Audited Financial Statements"). Except as set forth in the Disclosure Letter, its latest filing made the 1995 Audited Financial Statements comply in all material respects with the SECrequirements of the Exchange Act and the Act and the rules and regulations of the SEC thereunder, ( “BETA ’ were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved and fairly present in all material respects the financial condition, results of operations, cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the periods presented. The unaudited quarterly consolidated financial (B) The unaudited monthly consolidated financial statements for the month of November 1996 (the "Monthly Financial Statements”") are complete previously delivered by the Company to the Purchasers fairly present in all material respects the financial condition and results of operations of the Company and its Subsid iaries at the dates and for the periods to which they relate, subject to quarter-end and year-end adjustments (consisting only of normal recurring accruals), and have been prepared in accordance with generally accepted accounting principles applied on a basis consistent basis throughout with the periods indicatedmonthly financial statements of the Company for 1994 and 1995 except as otherwise stated therein. BETA’ Notwithstanding the foregoing, the Monthly Financial Statements accurately set out and describe do not reflect an inventory shrinkage adjustment, which adjustment shall be an amount not to exceed $560,000. Such inventory shrinkage adjustment shall be provided for in the financial condition and operating results of BETA as of the dates, and Monthly Financial Statements for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as months of December 31, 2012 1996 and related income statement for January 1997. For each fiscal month after the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books date hereof and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and prior to the best knowledgeClosing, information beginning with December 1996, as soon as reasonably practicable and belief in any event within 14 days after the end of BETAeach such fiscal month, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.Company shall prepare and

Financial Statements. The following financial statements have been furnished to each of the Lenders. (a) BETAA balance sheet of the Borrower as of the Balance Sheet Date, and a statement of income, statement of changes in shareholders’ financial statements contained in its Form 10-K filing equity and statement of cash flows for the fiscal year ended December 31then ended, 2012accompanied by an auditor’s report prepared without qualification. Such balance sheet and statements of income, its latest filing made with the SEC, ( “BETA of changes in shareholders’ Financial Statements”) are complete in material respects equity and of cash flows have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out Generally Accepted Accounting Principles and describe fairly present the financial condition and operating results of BETA the Borrower in all material respects as of the datesclose of business on the date thereof and the results of operations, changes in shareholders’ equity and cash flows for the periods indicated thereinfiscal year then ended. There are no contingent liabilities of the Borrower as of such date involving material amounts, subject known to normal year-end audit adjustments. Except as set forth the officers of the Borrower not disclosed in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in said balance sheet and the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesrelated notes thereto. (b) The audited A balance sheet and a statement of BETA income, statement of changes in shareholders, equity and statement of cash flows of the Borrower for each of the fiscal quarters of the Borrower ended since the Balance Sheet Date certified by Borrower’s chief financial officer to have been prepared in accordance with Generally Accepted Accounting Principles consistent with those used in the preparation of the annual audited statements delivered pursuant to paragraph (a) above and to fairly present the financial condition of the Borrower in all material respects as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (close of business on the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA dates thereof and the results of its operations, of changes in shareholders’ equity and of cash flows for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments fiscal quarters then ended (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except ). There are no contingent liabilities of the Borrower as set forth in Schedule 5.4of such dates involving material amounts, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and known to the best knowledgeofficers of the Borrower, information not disclosed in such balance sheets and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurerelated notes thereto.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for Attached as Schedule 2.7(a) are: (i) the fiscal year ended December 31Seller Balance Sheet and Rexam Balance Sheet, 2012(ii) the Seller Income Statement and Rexam Income Statement, its latest filing made (iii) the Seller Statement of Cash Flows and Rexam Statement of Cash Flows ((i), (ii) and (iii), collectively and together with the SECnotes thereto, ( the “BETA ’ Audited Financial Statements”), and (iv) are complete in material respects and the Pro Forma Financial Statements. Except as set forth on Schedule 2.7(a) of the Seller Disclosure Letter, (1) the Audited Financial Statements have been prepared using the books of account and other financial records of Seller, Rexam, the Seller Entities, the Rexam Entities and the Purchased Entities, as applicable; (2) the Seller Balance Sheet and Rexam Balance Sheet included in accordance the Audited Financial Statements present fairly, in all material respects, the financial position of the portions of the Business to which they relate as of their respective dates; (3) the Seller Income Statement and the Rexam Income Statement included in the Audited Financial Statements present fairly, in all material respects, the results of operations of that portion of the Business to which they relate and for the respective periods set forth therein; (4) the Seller Statement of Cash Flows and the Rexam Statement of Cash Flows included in the Audited Financial Statements present fairly, in all material respects, the cash flows of that portion of the Business to which they relate for the respective periods set forth therein; and (5) each of the Seller Balance Sheets, the Seller Income Statement, the Seller Statement of Cash Flows, the Rexam Balance Sheets, the Rexam Income Statement and the Rexam Statement of Cash Flows included in the Audited Financial Statements has been prepared in conformity with generally accepted accounting principles GAAP (in the case of the financial statements of the portion of the Business owned by Seller) or IFRS (in the case of the financial statements of the portion of the Business owned by Rexam), applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesinvolved. (b) The audited Pro Forma Financial Statements (i) have been prepared based on the Audited Financial Statements with such adjustments as are set forth in Section 2.7(b) of the Seller Disclosure Letter and were prepared in accordance with the methodology set out in the notes to the Pro Forma Financial Statements; and (ii) present fairly in all material respects the pro forma financial position and results of operation of the Business as if the Restructuring occurred on the dates for preparation of pro forma balance sheet sheets and income statements as per the applicable guidance set forth in Article 11 of BETA Regulation S-X promulgated under the Securities Act for preparation of such financial statements. (c) The systems of internal controls over financial reporting with respect to the Business are sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of December 31financial statements in accordance with GAAP or IFRS, 2012 as applicable, and related income statement to maintain accountability for the twelve months ended December 31assets of the Business, 2012 (the “BETA’ Interim Financial Statements”ii) receipts and expenditures are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from executed only in accordance with management’s authorization, (iii) the books and records of BETAthe Business accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of the Business and (iv) Seller or Rexam, and although BETA’ Interim Financial Statements are not audited and do not contain as applicable, can prevent or timely detect the footnotes which would be required in audited financial statementsunauthorized acquisition, present fairly use or disposition of the Purchased Assets that could materially affect the financial positionstatements or the Business. To the Knowledge of Seller, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) are no material adverse change weaknesses in the assets design or liabilities, or in the business or condition, operation of internal controls over financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and reporting with respect to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureBusiness.

Financial Statements. Ventures has delivered to Purchaser (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended consolidated balance sheets of Ventures as of December 31, 20121997, its latest filing made with 1996 and 1995 and the SECrelated consolidated statements of income, ( “BETA ’ stockholders' equity and cash flows for the years then ended, accompanied in each case by the opinion thereon of KPMG Peat Marwick LLP, independent public accountants, and (b) the unaudited consolidated balance sheet of Ventures (the "Unaudited Balance Sheet") as of August 31, 1998 (the "Balance Sheet Date") and the related unaudited consolidated statements of income, stockholders' equity and cash flows for the eight months then ended (such financial statements, including the notes thereto, hereinafter being referred to as the "Financial Statements”) "). The Financial Statements are complete in material respects attached hereto as Schedule 2.8. All of the Financial Statements have been prepared from the books and records of Ventures and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP and present fairly in all material respects the periods indicated. BETA’ Financial Statements accurately set out and describe the consolidated financial condition and operating results position of BETA Ventures as of the dates, dates thereof and the consolidated results of its operations for the periods indicated thereinthen ended, except that the unaudited financial statements were prepared on an interim basis, are subject to normal year-end audit adjustmentsadjustments and do not contain all the footnote disclosures required by GAAP consistently applied. Except as set forth None of the Wired Companies has any debts, obligations, guaranties of the obligations of others or liabilities of the type required to be disclosed in BETA’ Financial Statementsa balance sheet prepared in accordance with GAAP or the notes thereto, BETA has no liabilitiesexcept for (a) debts, contingent obligations, guaranties and liabilities reflected or otherwisereserved against in the Unaudited Balance Sheet, (b) debts, obligations, guaranties and liabilities referred to in this Agreement or any of the Schedules hereto or in any of the documents or other than materials identified in the Schedules hereto (iexcluding obligations or liabilities arising from the breach or violation of the documents or other materials identified in the Schedules, unless such obligations or liabilities are specifically identified in the Schedules), (c) debts, obligations, guaranties and liabilities incurred or entered into in the ordinary course of business subsequent to December 30after the Balance Sheet Date, 2012 and (iid) debts, obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA directly or indirectly relating to this Agreement and the results of its operationsother agreements and instruments being executed and delivered in connection herewith and the transactions referred to herein and therein (including obligations to pay legal, for the respective periods indicated accounting and reflect all necessary accruals, all investment banker fees and other amounts in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsconnection therewith). (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. Keep, and cause each Subsidiary to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with GAAP reflecting all its financial transactions; and cause to be prepared and furnished to Agent and Lenders the following (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been all to be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required , unless Borrower's certified public accountants concur in any change therein and such change is disclosed to be made by Agent and is consistent with GAAP, subject to normal year-end adjustments.): (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in not later than 90 days after the assets or liabilitiesclose of each Fiscal Year of Borrower, or in (i) audited financial statements of Nations Flooring, Inc. on a Consolidated Basis as of the business or conditionend of such Fiscal Year, financial or otherwise, or in reported on by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent (the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise "Accountants") and (ii) no material adverse change unaudited financial statements of Borrower as of the end of such Fiscal Year on a consolidating basis; (ii) not later than thirty (30) days after the end of each Fiscal Month hereafter, including the last Fiscal Year of Borrower's Fiscal Year unaudited interim financial statements of Borrower as of the end of such period and of the portion of Borrower's Fiscal Year then elapsed, on a Consolidated Basis and consolidating basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting the assets or liabilities, or in the business or condition, consolidating and consolidated financial or otherwise, or in the position and results of operations of Borrower for such period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) promptly after the sending or prospectsfiling thereof, as the case may be, copies of BETA any proxy statements or financial statements which Holdings or Nations Flooring, Inc., Borrower or any Subsidiary of Holdings or Borrower has made available to its shareholders and copies of any regular, periodic and special reports or registration statements which Holdings, Borrower or any Subsidiary of Holdings or Borrower files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (iv) promptly after the filing thereof, copies of any annual report to be filed with the Pension Benefit Guaranty Corporation (the "PBGC") in connection with each Plan; and (v) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the best knowledgeCollateral or Borrower's, information any Subsidiary of Borrower's or any of their respective Subsidiaries' financial condition or results of operations. Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrower shall forward to Agent a copy of the accountants' letter to Holdings' management or board of directors that is prepared in connection with such financial statements and belief also shall cause to be prepared and shall furnish to Agent a certificate of BETAthe aforesaid certified public accountants certifying that, no fact based upon their examination of the financial statements of Borrower and its respective Subsidiaries performed in connection with their examination of said financial statements, they are not aware of any Default or condition exists Event of Default or, if they are aware of such Default or is contemplated or threatened which might cause such a change Event of Default, specifying the nature thereof, and acknowledging, in the future.a

Financial Statements. Borrower will furnish to Lender or cause to be furnished to Lender: (a) BETAwithin 90 days after the end of each fiscal year of Borrower, its audited consolidated balance sheet and related statements of operations, partners’ capital and cash flows as of the end of and for such year, all reported on by independent public accountants acceptable to Lender (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements contained present fairly in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied; (b) within 45 days after the end of each of the first three fiscal quarters of Borrower, its consolidated balance sheet and related statements of operations, partners’ capital and cash flows as of the dates, end of and for the periods indicated thereinthen elapsed portion of the fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statementsadjustments and the absence of footnotes; (c) concurrently with any delivery of financial statements under clause (a) or (b) above, BETA has no liabilitiesa certificate of a Responsible Officer of Borrower (x) certifying, contingent or otherwise, other than (i) liabilities incurred in the ordinary course case of business subsequent to December 30the financial statements delivered under clause (b), 2012 as presenting fairly in all material respects the financial condition and (ii) obligations under contracts results of operations of Borrower and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain its consolidated Subsidiaries on a standard system of accounting established and administered consolidated basis in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPconsistently applied, subject to normal year-end adjustments. audit adjustments and the absence of footnotes, (cy) Except certifying as set forth to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto and (z) stating whether any change in Schedule 5.4, GAAP or in the application thereof has occurred since December 31, 2012 there has been the date of the audited financial statements referred to in clause (i) no material adverse above and, if any such change in has occurred, specifying the assets or liabilities, or in effect of such change on the business or conditionfinancial statements accompanying such certificate; and (d) such additional information regarding the business, financial or otherwisecorporate affairs of Borrower, or in compliance with the results terms of operations or prospectsthe Margin Loan Documentation, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights Lender may from time to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futuretime reasonably request.

Financial Statements. (a) BETA’ financial The unaudited combined balance sheets and the corresponding unaudited combined statements contained in its Form 10-K filing of operations as at and for the fiscal year years ended December 31, 20122019 and December 31, its latest filing made with 2020 of the SECSpinco Business, ( as set forth in Section 6.5(a) of the Spinco Disclosure Letter (the “BETA ’ Spinco Financial Statements”) are complete ), were prepared in material respects good faith and have been derived from the financial data inputs into the audited financial statements of Remainco for the fiscal years ended December 31, 2019 and December 31, 2020, which were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesGAAP. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Spinco Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required fairly present in audited financial statements, present fairly all material respects the financial position, assets and liabilities position of BETA the Spinco Business and the results of its operations, taken as a whole, as of the respective dates thereof and for the respective periods indicated and reflect all necessary accrualscovered thereby in accordance with the Transaction Accounting Principles, all in conformity with GAAP applied subject to the fact that (A) the Spinco Business was not operated on a consistent basis. The stand-alone basis during such periods and, therefore, reflect certain cost allocations (including allocations and estimates made by the management of Remainco in preparing such Spinco Financial Statements) that may not reflect what would have been incurred if the Spinco Business had been operated on a stand-alone basis during such periods and (B) such cost allocations shall not be indicative of any such costs to the Spinco Entities that shall result following the Closing. (c) When delivered pursuant to Section 8.22, the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements contain all adjustments and the Subsequent Audited Spinco Financial Statements will (consisting of only normal recurring accrualsi) required to be made by except as otherwise noted and reflected therein, have been prepared in accordance with GAAP, subject consistently applied, as at the dates and for the periods presented (subject, with respect to the Subsequent Unaudited Spinco Financing Statements, to normal year-end adjustments. (c) Except , as set forth in Schedule 5.4at the dates and for the periods presented), since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no fairly present in all material adverse change in respects the assets or liabilities, or in financial position of the business or condition, financial or otherwise, or in Spinco Business and the results of its operations or prospectsas of the respective dates thereof and for the respective periods covered thereby on the basis by which the Audited Financial Statements, of BETA the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements, in each case, were prepared, except for the fact that the Spinco Business was not operated on a stand-alone basis during such periods and, therefore, the Audited Financial Statements, the Subsequent Unaudited Spinco Financial Statements and the Subsequent Audited Spinco Financial Statements will reflect certain costs allocations made that may not reflect what would have been incurred if the Spinco Business had been operated on a stand-alone basis during such periods. The Audited Financial Statements shall conform in all material respects to the best knowledge, information published rules and belief regulations of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change the SEC applicable to financial statements for each of the periods that will be required to be included in the futureRMT Partner Registration Statement, the Distribution Registration Statement and the Tender Offer Statement (if applicable). (d) Remainco maintains disclosure controls and procedures designed to ensure that information required to be disclosed by Remainco with respect to the Spinco Business in its filings with the SEC under the Exchange Act is recorded and reported on a timely basis to the individuals responsible for the preparation of Remainco’s filings with the SEC under the Exchange Act. (e) None of the Spinco Entities has incurred any Indebtedness, or issued or sold any debt securities or rights to acquire any debt security of any Spinco Entity, the terms of which, or the terms of any instrument under which such Indebtedness, debt securities or rights were issued, requires the public listing of such Indebtedness, debt securities or rights or the maintenance by such Spinco Entity of registration under the Exchange Act. No Spinco Entity is a party to, or has any commitment to become a party to, any off-balance sheet joint venture, off-balance sheet partnership or any other “off-balance sheet arrangements” (as defined in Item 303(b) of Regulation S-K promulgated by the SEC) that is material to the Spinco Entities, taken as a whole.

Financial Statements. (a) BETA’ The HUB Disclosure Schedule sets forth copies of the consolidated statements of financial condition of HUB as of December 31, 1997 and 1998, and the related consolidated statements contained of income, changes in its Form 10-K filing stockholders' equity and of cash flows for the fiscal year periods ended December 31, 2012in each of the three fiscal years 1996 through 1998, its latest filing made in each case accompanied by the audit report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, independent public accountants with respect to HUB ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇"), and the unaudited consolidated statement of condition of HUB as of March 31, 1999 and the related unaudited consolidated statements of income and cash flows for the three months ended March 31, 1998 and 1999, as reported in HUB's Quarterly Report on Form 10-Q, filed with the SECSEC under the Securities Exchange Act of 1934, ( “BETA ’ as amended ("1934 Act") (collectively, the "HUB Financial Statements”"). The HUB Financial Statements (including the related notes) are complete in material respects and have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out involved (except as may be indicated therein or in the notes thereto), and describe fairly present the consolidated financial condition and operating results position of BETA HUB as of the datesrespective dates set forth therein, and the related consolidated statements of income, changes in stockholders' equity and of cash flows (including the related notes, where applicable) fairly present the consolidated results of operations, changes in stockholders' equity and cash flows of HUB for the respective fiscal periods indicated set forth therein. (b) The books and records of HUB and the HUB Subsidiaries are being maintained in material compliance with applicable legal and accounting requirements, subject to normal year-end audit adjustments. and reflect only actual transactions. (c) Except as set forth and to the extent reflected, disclosed or reserved against in BETA’ the HUB Financial StatementsStatements (including the notes thereto), BETA has no liabilitiesas of December 31, 1998 neither HUB nor any of the HUB Subsidiaries had any obligation or liability, whether absolute, accrued, contingent or otherwise, material to the business, operations, assets or financial condition of HUB or any of the HUB Subsidiaries which were required by GAAP (consistently applied) to be disclosed in HUB's consolidated statement of condition as of December 31, 1998 or the notes thereto. Except for the transactions contemplated by this Agreement, and any other than (i) proposed acquisitions by HUB reflected in any Form 8-K filed by HUB with the SEC since December 31, 1998, neither HUB nor any HUB Subsidiary has incurred any liabilities incurred in the ordinary course of business subsequent to since December 3031, 2012 and (ii) obligations under contracts and commitments incurred 1998 except in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance consistent with generally accepted accounting principlespast practice (including for other pending or contemplated acquisitions). (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ Stone has delivered to the Lenders (i) its audited financial statements contained in its Form 10-K filing and the audited financial statements of Canco for the fiscal year ended December 31, 20121999, together with its latest filing made annual report on Form 10-K and Canco's annual report on Form 20-F filed with the SECSecurities and Exchange Commission with respect to such fiscal year, ( “BETA ’ Financial Statements”and (ii) are complete its unaudited financial statements and the unaudited financial statements of Canco for the fiscal quarter ended March 31, 2000, together with its quarterly report on Form 10-Q filed with the Securities and Exchange Commission with respect to such fiscal quarter. All financial statements set forth or referred to in material respects and have been the materials specified in the preceding sentence were prepared in accordance conformity with generally accepted accounting principles applied on a consistent basis throughout U.S. GAAP or Canadian GAAP, as applicable, except with respect to unaudited financial statements for the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results absence of BETA as of the dates, footnote disclosure and for the periods indicated therein, subject to normal year-end audit adjustments. All such financial statements fairly present in all material respects the consolidated financial position of Stone and its subsidiaries or Canco and its subsidiaries, as the case may be, as at the date thereof and the consolidated results of operations and changes in financial position of Stone and its subsidiaries or Canco and its subsidiaries, as the case may be, for each of the periods covered thereby. Except as set forth disclosed in BETA’ Financial Statementssuch financial statements, BETA has no liabilitiesneither Stone nor Canco nor any of their respective subsidiaries had, at the date of such financial statements or on the Closing Date, as the case may be, any material contingent obligation, material contingent liability or otherwisematerial liability for taxes, long-term lease or unusual forward or long-term commitment or obligations to retired employees for medical or other than (i) liabilities incurred employee benefits that is not reflected in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in foregoing financial statements or the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesnotes thereto. (b) The audited Stone has delivered to the Lenders its unaudited pro forma consolidated balance sheet and statements of BETA income as of December 31, 2012 and related income statement for 1999, prepared giving effect to the twelve months ended December 31Transactions as if they had occurred, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETAwith respect to such balance sheet, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by Stone, based on the assumptions used to prepare the pro forma financial information contained in the Confidential Information Memorandum (which assumptions are believed by Stone on the Closing Date to be reasonable), present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting pro forma basis the estimated consolidated financial position of only normal recurring accruals) required to be made by GAAPStone and its consolidated Subsidiaries as of such date and for such period, subject to normal year-end adjustmentsassuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial statements contained True and complete copies of the Financial Statements are set forth in its Form 10-K filing for Schedule 4.8(a) hereto. Except as set forth below in Schedule 4.8(c)(v) hereto, the fiscal year ended December 31Financial Statements have been prepared from, 2012are in accordance with and accurately reflect, its latest filing made with the SECBooks and Records of the Acquired Companies, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applicable law and GAAP applied on a consistent basis throughout during the periods indicated. BETAinvolved (except as may be stated in the notes thereto and except for adjustments of the type included in the Measurement Date Mexican GAAP Adjustments) and fairly present the changes in income, stockholders’ Financial Statements accurately set out equity and describe financial position of the financial condition and operating results of BETA Acquired Companies, as of the dates, times and for the periods indicated referred to therein and properly reflect the financial position and results of operation of the Acquired Companies except as specified therein, . Buyer further acknowledges that the Interim Financial Statements are unaudited statements subject to normal recurring year-end audit adjustmentsadjustments and do not have all of the applicable year-end footnotes thereto. Except as set forth in BETA’ The Financial Statements, BETA has no liabilities, contingent Statements do not contain any extraordinary items or otherwise, items of special or nonrecurring income or any other than (i) liabilities incurred income not earned in the ordinary course of business subsequent to December 30business, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesexcept as expressly specified therein. (b) The audited balance sheet of BETA as of December 31Schedule 4.8(b) sets forth for each Acquired Company, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results all of its operationsMeasurement Date Indebtedness, including for each such item of financial Measurement Date Indebtedness, the respective periods indicated payor, the payee, the principal amount, the term, the interest rate, the currency and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsany guarantors. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change The amount of Indebtedness included in the assets or liabilities, or in Measurement Date Indebtedness represents all Indebtedness of the business or condition, financial or otherwise, or in Acquired Companies as of the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureMeasurement Date.

Financial Statements. The Loan Parties have heretofore furnished to the Lenders (a) BETAthe consolidated and combined statement of financial condition and consolidated and combined statements of operations, changes in partners’ financial statements contained in its Form 10-K filing capital and cash flows of Blackstone Group as of and for the fiscal year ended December 31, 20122009, its latest filing made with audited by and accompanied by the SECreport of Deloitte & Touche LLP, ( “BETA ’ Financial Statements”independent registered public accounting firm, (b) are complete in material respects the unaudited condensed consolidated and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the combined statement of financial condition and operating results condensed consolidated and combined statements of BETA income and cash flows as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months fiscal year ended December 31, 2012 (2009 of the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from combined Guarantors and the books and records of BETASubsidiaries, in the form delivered pursuant to the Existing Credit Agreement, and although BETA’ Interim (c) a reconciliation prepared by a Financial Statements are not audited and do not contain Officer of the footnotes which would be required financial statements referred to in clause (a) to those referred to in clause (b). Such audited financial statementsstatements fairly present, present in all material respects, the consolidated and combined financial position and results of operations of Blackstone Group and such unaudited condensed consolidated and combined financial statements fairly present, in all material respects, the condensed consolidated and combined financial position, assets position and liabilities results of BETA operations of the combined Guarantors and the results Subsidiaries as of its operationssuch date and for such periods presented. Such financial statements and the notes thereto disclose all material liabilities, for direct or contingent, of Blackstone Group and of the respective periods indicated combined Guarantors and reflect all necessary accrualsthe Subsidiaries as of the date thereof, all to the extent such liabilities are required to be disclosed by GAAP. Such financial statements were prepared in conformity accordance with GAAP applied on a consistent basis, except, in the case of such unaudited financial statements, for the absence or incompleteness of footnotes and except as otherwise disclosed therein. The Financial Statements contain all adjustments (consisting accounts of only normal recurring accruals) required the Loan Parties have been and will continue to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change consolidated with those of Blackstone Group in the assets or liabilities, or audited and unaudited consolidated financial statements of Blackstone Group included in its periodic reports filed with the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureSEC.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject The Borrower has furnished to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than each Lender (i) liabilities incurred in the ordinary course audited consolidated balance sheet of business subsequent to December the Borrower and its Subsidiaries as of September 30, 2012 2002 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended audited by PricewaterhouseCoopers LLP and (ii) obligations under contracts the unaudited consolidated balance sheet of the Borrower and commitments incurred its Subsidiaries as of December 31, 2002, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer. Such financial statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the ordinary course case of business the statements referred to in clause (ii). Since September 30, 2002, there have been no changes with respect to the Borrower and not required under generally accepted accounting principles its Subsidiaries which have had or could reasonably be expected to be reflected have, singly or in BETA’ Financial Statements. BETA maintains and will continue to maintain the aggregate, a standard system of accounting established and administered in accordance with generally accepted accounting principlesMaterial Adverse Effect. (b) The Borrower has furnished, or caused to be furnished, to each Lender (i) the audited consolidated balance sheet of BETA Frontstep and its Subsidiaries as of June 30, 2002 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended audited by KPMG LLP and (ii) the unaudited consolidated balance sheet of Frontstep and its Subsidiaries as of December 31, 2012 2002, and the related unaudited consolidated statements of income statement and cash flows for the twelve months ended December 31Fiscal Quarter and year-to-date period then ending. To the best knowledge of the Borrower, 2012 (such financial statements fairly present in all material respects the “BETA’ Interim Financial Statements”) are annexed hereto consolidated financial condition of Frontstep and its Subsidiaries as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA such dates and the consolidated results of its operations, operations for the respective such periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPconsistently applied, subject to normal year-year end adjustmentsaudit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). (c) Except The Projections delivered to the Administrative Agent on the date hereof have been prepared by Borrower in light of the past operations of its businesses and the businesses being acquired in the Acquisition, but including future payments of known contingent liabilities and reflect projections for the 2003 and 2004 Fiscal Years on a quarter-by-quarter basis. Such Projections reflect as of the Closing Date Borrower’s good faith and reasonable estimates of the future financial performance of Borrower and of the other information projected therein for the period set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in therein. Each set of Projections delivered as of the assets Closing Date or liabilities, or in after the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and Closing Date to the best knowledgeLenders are based upon estimates and assumptions stated therein, information all of which Borrower believes at the time of delivery to be reasonable and belief fair in light of BETAcurrent conditions and current facts known to Borrower. (d) The Pro Forma Balance Sheet as of September 30, no fact 2002 delivered on or condition exists or is contemplated or threatened which might cause such before the date hereof was prepared by the Borrower giving pro forma effect to the Related Transactions, was based on the unaudited consolidated balance sheets of Borrower and its Subsidiaries and Frontstep and its Subsidiaries, each dated September 30, 2002, and was prepared in a change in the futuremanner consistent with GAAP.

Financial Statements. (a) BETA’ Schedule 4.4 includes correct and complete copies of audited financial statements contained in its Form 10-K filing consisting of the balance sheets of the Business as of September 30, 1996 and 1997 and the related statement of income for the fiscal year ended December 31years then ended, 2012all of which are audited by BDO ▇▇▇▇▇▇▇ (collectively, its latest filing made the "Audited Financial Statements") and unaudited financial statements consisting of the balance sheet of the Business as of June 30, 1998 and the related statement of income for the nine-month period then ended, both of which are reviewed by BDO ▇▇▇▇▇▇▇ (collectively, the "Interim Financial Statements" and together with the SEC, ( “BETA ’ Audited Financial Statements”) , the "Financial Statements"). The Financial Statements are complete in all material respects consistent with the books and records of the Business and there are no material transactions required by GAAP, applied on a consistent basis, to be recorded in accounting records that have not been recorded in the accounting records underlying such Financial Statements. The Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe present fairly the financial condition position and operating results assets and liabilities of BETA the Business as of the dates, dates thereof and the results of its operations for the periods indicated thereinthen ended, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred adjustments and the absence of notes in the ordinary course case of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Interim Financial Statements. BETA maintains There is an allocation of costs to the Business from the Selling Entities, or from the Business to the Selling Entities in the Audited Financial Statements. The allocation of costs is reflected as a management fee in the statement of operations and will continue deficit. The Selling Entities warrant that there is no other allocation of cost to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) the Business from the Selling Entities, or from the Business to the Selling Entities. The audited balance sheet of BETA as of December 31September 30, 2012 and related income statement for 1997 that is included in the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from is referred to herein as the books "Balance Sheet" and records the date thereof is referred to as the "Balance Sheet Date." The balance sheet as of BETAJune 30, and although BETA’ Interim 1998 that is included in the Financial Statements are not audited and do not contain is referred to herein as the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA "Interim Balance Sheet" and the results of its operationsdate thereof is referred to as the "Interim Balance Sheet Date." The Country Tonight Theater in Branson, Missouri will produce $6 million total gross revenue for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentscalendar year 1998. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETAOn or prior to the Effective Date, the Company has delivered to the Lenders and the Administrative Agent a copy of the consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 2008, and the related consolidated statements of income, stockholders’ financial statements contained in equity and cash flows of the Company and its Form 10-K filing consolidated Subsidiaries for the fiscal year ended December 31then ended, 2012setting forth in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its latest filing made with consolidated Subsidiaries as at the SECend of, ( “BETA ’ Financial Statements”) are complete in material respects and have been for, such fiscal year. All such financial statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP, consistently applied, except as otherwise noted therein, and present fairly, in all material respects, the periods indicated. BETA’ Financial Statements accurately set out consolidated financial position and describe the financial condition and operating results of BETA as operations of the dates, Company and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered its consolidated Subsidiaries in accordance with generally accepted accounting principlesGAAP, consistently applied, as at the end of, and for, the respective periods covered thereby. (b) The audited On or prior to the Availability Date, Parent has delivered to the Lenders and the Administrative Agent a copy of the consolidated balance sheet of BETA Parent and its consolidated Subsidiaries as of at December 31, 2012 2008, and the related income statement consolidated statements of income, stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries for the twelve months ended December 31fiscal year then ended, 2012 (setting forth in comparative form the “BETA’ Interim Financial Statements”) are annexed hereto corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of Parent and its consolidated Subsidiaries as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from at the books and records of BETAend of, and although BETA’ Interim Financial Statements are not audited for, such fiscal year. All such financial statements were prepared in accordance with GAAP, consistently applied, except as otherwise noted therein, and do not contain present fairly, in all material respects, the footnotes which would be required in audited consolidated financial statements, present fairly the financial position, assets position and liabilities of BETA and the results of operations of Parent and its operationsconsolidated Subsidiaries in accordance with GAAP, for consistently applied, as at the end of, and for, the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentscovered thereby. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there There has not been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureMaterial Adverse Change.

Financial Statements. (a) BETAThe Company has delivered to Parent or Parent’s counsel true and complete copies of the consolidated audited balance sheet of the Company and the related consolidated audited statements of income, stockholders’ financial statements contained in equity and cash flows of the Company, including information relating to each of its Form 10-K filing consolidated Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s accountants, as of and for the fiscal year years ended December 31, 20122006 and December 31, its latest filing made with 2005, and the SECconsolidated unaudited balance sheet of the Company and the related statements of income and cash flows of the Company, ( as of and for the nine month period ended September 30, 2007 (collectively, the “BETA ’ Financial Statements”). Except as set forth on Schedule 3.18(a) are complete in material respects and of the Disclosure Schedule, the Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a basis consistent basis with past practices of the Company throughout the periods indicated. BETA’ indicated and with each other, except that the unaudited Financial Statements accurately set out are subject to normal year-end adjustments and describe do not contain all footnotes required by GAAP. The Financial Statements fairly present in all material respects the financial condition and operating results of BETA the Company on a consolidated basis, as of the dates, and for the periods periods, indicated therein, subject to normal year-end audit adjustments. Except as set forth on Schedule 3.18(a) of the Disclosure Schedule or as set forth in BETA’ the Financial Statements, BETA none of the Company nor any of the Subsidiaries has no any liabilities, contingent or otherwiseotherwise of a type required by GAAP to be reflected in the Financial Statements, other than (i) liabilities incurred in the ordinary course of business subsequent to December September 30, 2012 and 2007 (the “Financial Statement Date”), (ii) liabilities expressly specified on the Disclosure Schedules, (iii) obligations under contracts Contracts and commitments incurred (iv) liabilities that would not be materially adverse to the Company and its Subsidiaries, taken as a whole. The Company’s unaudited balance sheet as of the Financial Statement Date shall be referred to as the “Unaudited Balance Sheet”. (b) Except as set forth on Schedule 3.18(b) of the Disclosure Schedule, all accounts receivable reflected on the Unaudited Balance Sheet, and the accounts receivable of the Company and its Subsidiaries outstanding as of the date hereof (“Receivables”) (i) are valid, existing and collectible in the ordinary course of business and (net of reserves consistent with past practice); provided; however, that this item (i) shall not required under generally accepted accounting principles be deemed to be reflected a guaranty of collection and (ii) represents monies due for goods sold and delivered or services rendered in BETA’ Financial Statementsthe ordinary course of business. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth on Schedule 3.18(b) of the Disclosure Schedule, all Receivables in Schedule 5.4existence on the date hereof are 90 days old or less, since December 31, 2012 and there has been (i) are no material adverse change disputes regarding the collectibility of any such Receivables (other than immaterial disputes which are otherwise reserved for on the Company’s books or which arise after the date hereof and prior to the Closing Date in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results ordinary course of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future).

Financial Statements. (a) BETA’ financial statements contained in its Form 10Section 4.09(a) of the Company Disclosure Schedule sets forth true, correct and complete copies of: (i) the audited consolidated balance sheet of Sub-K filing Aggregator as of December 31, 2021 (the “Balance Sheet”) and the related audited, consolidated statement of operations and comprehensive loss, consolidated statement of deficit and consolidated statement of cash flows for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and 2021; (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited consolidated balance sheet of BETA Sub-Aggregator as of December 31, 2012 2020 and the related income audited, consolidated statement of operations and comprehensive loss, consolidated statement of deficit and consolidated statement of cash flows for the twelve months fiscal year ended December 31, 2012 2020; and (iii) the unaudited condensed consolidated balance sheet of Sub-Aggregator as of June 30, 2022 and the related unaudited condensed consolidated statement of operations and comprehensive income, unaudited condensed consolidated statement of equity (deficit) and unaudited condensed consolidated statement of cash flows of Sub-Aggregator for the six-months ended June 30, 2022 (clauses (i), (ii) and (iii), collectively, including the related notes and schedules thereto, the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4). BETA’ Interim The Financial Statements were carefully prepared from the books and records of BETAfairly present in all material respects, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments basis (consisting of only except as may be indicated in the notes thereto or, with respect to the unaudited financial statements, for normal and recurring accruals) required to be made by GAAP, subject to normal year-end adjustments), the consolidated financial position of Sub-Aggregator, as of the dates thereof and its consolidated results of operations and cash flows for the periods then ended, and in the case of the Financial Statements in clause (iii), with the exception of the absence of recurring normal audit adjustments and certain notes or other textual disclosures required under GAAP. (cb) Except as set forth in Schedule 5.4, since December 31, 2012 there has been The Company Entities maintain a system of internal accounting controls appropriate for a business of similar size and nature designed to provide reasonable assurance that: (i) no material adverse change transactions are executed in the assets accordance with management’s general or liabilitiesspecific authorizations, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change transactions are recorded as necessary to permit preparation of financial statements in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureaccordance with GAAP.

Financial Statements. (a) BETA’ financial statements contained All Purchaser Financial Statements included in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and Purchaser’s SEC Documents have been made available to Target, and Purchaser will deliver to Target copies of all financial statements, audited and unaudited, of Purchaser prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout subsequent to the periods indicateddate hereof. BETA’ The Purchaser Financial Statements accurately set out and describe the financial condition and operating results of BETA (as of the dates, dates thereof and for the periods covered thereby) (a) are or, if dated after the date of this Agreement, will be in accordance with the books and records of the Purchaser Companies, which are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (b) present or will present, as the case may be, fairly the consolidated financial position of the Purchaser Companies as of the dates indicated thereinand the consolidated results of operations, changes in shareholders’ equity, and cash flows of the Purchaser Companies for the periods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal recurring year-end audit adjustmentsadjustments that are not Material). Except as set forth in BETA’ Financial StatementsTo the Knowledge of Purchaser, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course Purchaser Financial Statements do not contain any untrue statement of business subsequent a Material fact or omit to December 30, 2012 state a Material fact necessary to make the Purchaser Financial Statements not misleading with respect to the periods covered by them; and (ii) obligations under contracts the Purchaser Financial Statements fairly present, in all Material respects, the financial condition, results of operations and commitments incurred in cash flows of Purchaser as of and for the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesperiods covered by them. (b) The audited balance sheet of BETA as of December 31, 2012 Purchaser’s external auditor is and related income statement for has been throughout the twelve months ended December 31, 2012 (periods covered by the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Purchaser Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in “independent” with respect to Purchaser within the assets or liabilities, or in meaning of Regulation S-X under the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise 1933 Act and (ii) no material adverse change in compliance with subsections (g) through (l) of Section 10A of the assets or liabilities1934 Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Except as Previously Disclosed, or in the business or conditionPurchaser’s auditors have not performed any non-audit services for Purchaser since January 1, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future2003.

Financial Statements. The Company has furnished each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (ai) BETA’ consolidated balance sheets of the Company and its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for which audited financial statements contained have not been released) and consolidated statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries for each such year, certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to Prudential); and (ii) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders' equity and cash flows of the Company and its Form 10-K filing Subsidiaries for the periods from the beginning of the fiscal year ended December 31years in which such quarterly periods are included to the end of such quarterly periods, 2012, its latest filing made with in each case prepared by the SEC, ( “BETA ’ Financial Statements”Company. Such financial statements (including any related schedules and/or notes) are complete true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income, shareholders' equity and cash flows fairly present the results of the operations and cash flows of the Company and its Subsidiaries for the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there There has been (i) no material adverse change in the assets or liabilitiesbusiness, or in the business or condition, condition (financial or otherwise, ) or in operations of the results of operations or prospects, of BETA whether Company and its Subsidiaries taken as a result whole since the end of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, most recent fiscal year for which such audited financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurestatements have been furnished.

Financial Statements. Attached hereto as Exhibit D are true and complete copies of: (ai) BETA’ financial the consolidated audited balance sheet of Parmalat USA Corporation and subsidiaries as of December 28, 2002 and December 29, 2001 and the related audited statements contained in its Form 10-K filing of operations and cash flow for the fiscal years then ended; (ii) the (A) unaudited consolidating balance sheets of Parmalat USA Corporation and subsidiaries as of December 27, 2003, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the year ended December 31then ended, 2012and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the year then ended, its latest filing made with in each case as regularly prepared in the SEC, ( “BETA ’ ordinary course of business by the management of the Company (the "2003 Management Financial Statements”"); and (iii) are complete the (A) unaudited consolidating balance sheet of Parmalat USA Corporation and subsidiaries as of May 22, 2004, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the month then ended and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the month then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company (the "2004 Period Financial Statements"). Subject to the matters discussed in Section 3.12 of the Disclosure Letter, the 2003 Management Financial Statements and the 2004 Period Financial Statements present fairly in all material respects the financial condition of the Seller at the date specified and the results of its operations and cash flows for the period specified and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with U.S. generally accepted accounting principles. , consistently applied (b) The audited balance sheet of BETA as of December 31"GAAP"), 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETAthe Seller, which accurately and fairly reflect in all material respects the transactions of, acquisition and dispositions of assets by, and although BETA’ Interim incurrence of Liabilities by the Seller, except that the 2003 Management Financial Statements and 2004 Period Financial Statements are not audited and in the form regularly used by management for internal financial reporting purposes, do not contain the footnotes which would be footnote and other supplemental disclosures required in audited for financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made statements by GAAP, subject to do not reflect any normal year-end adjustments. (c) Except as set forth adjustments that may be made in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change respect of the subsequent commencement by the Seller of the Bankruptcy Cases and are not in the assets or liabilities, or form in which audited financial statements of the business or condition, Seller would appear if such financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurestatements were prepared.

Financial Statements. (a) BETA’ financial statements contained in The audited consolidated and consolidating balance sheet of the Parent and its Form 10-K filing Subsidiaries for the most recent Fiscal Year ended, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for such fiscal year ended December 31year, 2012, its latest filing made with including the SEC, ( “BETA ’ Financial Statements”notes thereto (i) are complete in material respects and have been were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out period covered thereby, except as otherwise expressly noted therein; and describe (ii) fairly present in all material respects the financial condition and operating results of BETA the Consolidated Parties as of the datesdate thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the Parent and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Consolidated Parties as of the date thereof and their results of operations for the periods indicated thereinperiod covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no and (iii) show all material indebtedness and other liabilities, contingent direct or otherwisecontingent, other than (i) liabilities incurred in of the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA Consolidated Parties as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records date of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited such financial statements, present fairly the financial positionincluding liabilities for taxes, assets material commitments and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsIndebtedness. (c) Except The consolidated and consolidating pro forma balance sheet of the Borrower and its Subsidiaries as set forth in Schedule 5.4the date of the formation of the Parent, since December 31and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the period covered thereby, 2012 there has with a Financial Officer Certification, copies of which have been (i) no material adverse change in furnished to each Lender, fairly present the assets or liabilities, or in consolidated and consolidating pro forma financial condition of the business or condition, financial or otherwise, or in Borrower and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of the Borrower and its Subsidiaries for such period, all in accordance with GAAP. (d) The annual operating budget consisting of statements of income or prospects, operations and cash flows and other information for each of BETA whether as a result of the Unencumbered Pool Properties (or any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God Real Estate Assets or other public force properties proposed to be included as Unencumbered Pool Properties) supporting pro forma covenant compliance calculations hereunder and delivered prior to the Closing Date or otherwise pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such statements or other information, and (ii) no material adverse change in represented, at the assets or liabilitiestime of delivery, or in the business or conditionBorrower’s reasonable estimate of the future income, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact cash flows for such Unencumbered Pool Properties (or condition exists other Real Estate Assets or is contemplated or threatened which might cause such a change in the futureother properties).

Financial Statements. Prior to the execution of this Agreement, Love has delivered to Purchaser true and complete copies of the following financial statements: (a) BETA’ financial the audited balance sheets of the Company and its consolidated subsidiaries as of __________________________, and the related audited consolidated statements contained in of operations, stockholders' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the unqualified report with no exceptions or modifications, but with allowable explanatory language with respect to the Company's ability to continue as a going concern, on such audited information by _____________________, and all letters from such accountants with respect to the results of such audits; and (b) the unaudited balance sheets of the Company and its Form 10-K filing consolidated subsidiaries as of _________________, and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the portion of the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustmentsthen ended. Except as set forth in BETA’ Financial Statementsthe notes thereto and as disclosed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, BETA has no liabilities, contingent or otherwise, other than all such financial statements (i) liabilities incurred were prepared in the ordinary course of business subsequent to December 30accordance with GAAP on a consistent basis, 2012 and (ii) obligations under contracts fairly present the consolidated financial condition and commitments incurred in results of operations of the ordinary course Company and its consolidated subsidiaries as of business the respective dates thereof and not required under generally accepted accounting principles for the respective periods covered thereby, and (iii) were compiled from the Books and Records of the Company and the Subsidiaries regularly maintained by management and used to be reflected in BETA’ Financial Statements. BETA maintains prepare the financial statements of the Company and will continue to maintain a standard system of accounting established and administered the Subsidiaries in accordance with generally accepted accounting principles. (b) the principles stated therein. The audited balance sheet Company and the Subsidiaries have maintained their respective Books and Records in a manner sufficient to permit the preparation of BETA as of December 31financial statements in accordance with GAAP, 2012 such Books and related income statement for Records fairly reflect, in all material respects, the twelve months ended December 31income, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial positionexpenses, assets and liabilities of BETA the Company and the results of its operations, Subsidiaries and the Books and Records provided a fair and accurate basis for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The preparation of the Audited Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPand the Unaudited Financial Statements. Except for those Subsidiaries listed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the condition and results of operations or prospectsof each Subsidiary are, and for all periods referred to in this SECTION 2.09 have been, consolidated with those of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureCompany.

Financial Statements. (a) BETA’ financial The Company has delivered to Parent copies of (i) the audited consolidated balance sheets of the Company and its Subsidiaries as at December 31, 2012 and 2011 and the related audited consolidated statements contained in of income, cash flows and stockholders equity of the Company and its Form 10-K filing Subsidiaries for the fiscal year years ended December 31, 20122012 and 2011 and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2013 and the related unaudited consolidated statements of income and stockholders equity of the Company and its latest filing made with Subsidiaries for the SECfiscal quarter and nine-month period then ended (such audited and unaudited statements, ( including the related notes and schedules thereto, are referred to herein as the “BETA ’ Financial Statements”) are complete ). Except as set forth in material respects and have the notes thereto and, in the case of the unaudited financial statements, normal recurring year-end adjustments, each of the Financial Statements has been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP and presents fairly in all material respects the periods indicated. BETA’ Financial Statements accurately set out consolidated financial position and describe the financial condition and operating results of BETA as operations of the dates, Company and its Subsidiaries as at the dates and for the periods indicated therein. For the purposes hereof, subject the unaudited consolidated balance sheet of the Company and its Subsidiaries as at September 30, 2013 is referred to normal year-end audit adjustments. as the “Balance Sheet” and September 30, 2013 is referred to as the “Balance Sheet Date”. (b) Except as set forth on Schedule 5.6(b), neither the Company nor any Subsidiary has any Indebtedness or liabilities that would be required to be reflected in, reserved against or otherwise described on a balance sheet of the Company or its Subsidiaries, as applicable, or in BETA’ Financial Statementsthe notes thereto, BETA has no liabilitiesin accordance with GAAP and that are not so reflected, contingent reserved against or otherwisedescribed on the Balance Sheet, other than (i) liabilities incurred in the ordinary course Ordinary Course of business subsequent to December 30Business after the Balance Sheet Date, 2012 and (ii) obligations liabilities arising under contracts and commitments the executory portion of any contract, (iii) liabilities incurred in connection with the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. Transactions, or (biv) The audited balance sheet of BETA as of December 31, 2012 and related provisions for corporate income statement taxes due for the twelve nine months ended December 31September 30, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments2013. (c) Except Neither the Company nor any of its Subsidiaries is a party to any “off-balance sheet arrangement” (as set forth defined in Schedule 5.4, since December 31, 2012 there has been Item 303(a) of Regulation S-K). (id) no The Company and its Subsidiaries have in place systems and processes (including the maintenance of proper books and records) that are customary in all material adverse change respects (to the Knowledge of the Company) for companies at the same stage of development as the Company or the applicable Subsidiary designed to (1) provide reasonable assurances regarding the reliability of the Financial Statements in accordance with GAAP and (2) in a timely manner accumulate and communicate to the Company’s principal executive officer and principal financial officer the type of information that would be required to be disclosed in the assets Financial Statements (such systems and processes being herein referred to as the “Financial Controls”). Since January 1, 2012, to the Knowledge of the Company, none of the Company, its Subsidiaries, their respective officers nor the Company’s independent auditors, has identified or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result been made aware of any legislative material complaint, allegation, deficiency, assertion or regulatory changeclaim, revocation whether written or oral, regarding the Financial Controls or the Financial Statements that has not been resolved. To the Knowledge of the Company, there have been no instances of fraud committed by any license officer or rights to do businessemployee of the Company, firewhether or not material, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in that occurred during any period covered by the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureFinancial Statements.

Financial Statements. (a) BETA’ The pro forma consolidated balance sheet of Richton and its Subsidiaries as of March 31, 1999 (collectively, the "Pro Forma Balance Sheets") furnished to Agent on or prior to the Closing Date reflects the consummation of the Transactions and, assuming that the Transactions had closed on or prior to such date, fairly presents the financial statements contained condition of Richton and its Subsidiaries as of such date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as fairly presenting the financial condition of Richton and its Subsidiaries by the Chief Financial Officer of Richton, on behalf of Borrowers. The Pro Forma Balance Sheets, including the related schedules and notes thereto, if any, have been prepared, in accordance with GAAP, consistently applied, except as may be disclosed therein. (b) The forty-eight (48) month cash flow projections of Richton and its Form 10-K filing Subsidiaries, a copy of which are attached hereto as Exhibit 5.5(b) (the "Projections"), were prepared by the Chief Financial Officer of Richton, are based on underlying assumptions which provide a reasonable basis for the fiscal year ended projections contained therein and reflect Richton's judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheets, are referred to as the "Pro Forma Financial Statements". Notwithstanding the foregoing, actual results may vary and the Projections are subject to numerous uncertainties and risks, including, without limitation, general economic and climatic conditions in the markets in which Richton and its Subsidiaries operate and fluctuation in the demand for their products and services. (c) The consolidated balance sheet of Richton and its Subsidiaries as of December 31, 20121998, its latest filing made with and the SECrelated consolidated statements of income, ( “BETA ’ Financial Statements”) are complete changes in material respects stockholder's equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe present fairly the financial condition position of Borrowers at such date and operating the results of BETA as of the dates, and their operations for the periods indicated therein, subject to normal year-end audit adjustmentssuch period. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than The (i) liabilities incurred in the ordinary course unaudited consolidating balance sheets of business subsequent to December 30, 2012 Richton and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA its Subsidiaries as of December 31, 2012 1998 and the related consolidating statements of income statement for the twelve months period ended December on such date and (ii) unaudited consolidated and consolidating balance sheets of Richton and its Subsidiaries as of March 31, 2012 1999 and the related consolidated and consolidating statements of income for the period ended on such date, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied (subject to normal year end adjustments and the “BETA’ Interim Financial Statements”absence of financial statement footnotes) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets position of Richton and liabilities of BETA its Subsidiaries at such date and the results of its operations, their operations for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basissuch period. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December Since March 31, 2012 1999, there has been (i) no material adverse change in the assets or liabilitiescondition, or in the operations, assets, business or condition, financial prospects of Richton or otherwise, or in the results any of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureits Subsidiaries.

Financial Statements. (a) BETAThe unaudited consolidated balance sheet of Company and the Company Subsidiaries as of September 30, 2010, and the related consolidated statements of income and cash flows of the three-month periods then ended, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Company Financial Statements”) fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as of the date therein set forth, except the Company Financial Statements do not contain footnotes and are subject to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements contained (including the related notes, where applicable) has been prepared, in its all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of the Company and the Company Subsidiaries included in the Company Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2010 that are immaterial in nature or amount, neither the Company nor any of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of the Company and the Company Subsidiaries, except for liabilities and obligations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Company Subsidiaries and would not prevent or materially delay Closing. (c) The consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2010, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the year ended December 31, 2010 as will be reported in the Company’s Annual Report on Form 10-K filing for the fiscal year ended December 31, 20122010 (such financial statements, its latest filing made with the SEC, ( “BETA ’ Company 2010 Financial Statements”) are complete to be filed with the SEC under the Exchange Act, accompanied by the audit report of the independent public accountants of the Company, will fairly present in all material respects the consolidated financial position of the Company and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA Company Subsidiaries as of the datesdate thereof, and will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of the Company and the Company’s subsidiaries for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months fiscal year ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.42010. BETA’ Interim The Company 2010 Financial Statements were carefully (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) will be prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all material respect in conformity accordance with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPconsistently applied, subject to normal year-end adjustments. (c) Except except as set forth indicated in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, such statements or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurenotes thereto.

Financial Statements. The Company has furnished Prudential and each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (ai) BETA’ a consolidated balance sheet of the Company and its Subsidiaries as of the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements contained have not been released) and a consolidated statement of income, stockholders' equity and statement of cash flows of the Company and its Subsidiaries for each such year, all certified by Deloitte & Touche for such other accounting firm as may be reasonably acceptable to such Purchaser); and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, stockholders' equity and cash flows of the Company and its Form 10-K filing Subsidiaries for the periods from the beginning of the fiscal year ended December 31years in which such quarterly periods are included to the end of such quarterly periods, 2012, its latest filing made with prepared by the SEC, ( “BETA ’ Financial Statements”Company. Such financial statements (including any related schedules and/or notes) are complete true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles applied on a consistent basis consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Company and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Company and its Subsidiaries as at the dates thereof, and the statements of income and statements of cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there There has been (i) no material adverse change in the assets or liabilitiesbusiness, or in the business or condition, condition (financial or otherwise, ) or in operations of the results of operations or prospects, of BETA whether Company and its Subsidiaries taken as a result whole since the end of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, most recent fiscal year for which such audited financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurestatements have been furnished.

Financial Statements. (a) BETA’ Keep, and cause each of its Subsidiaries to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial statements contained in its Form 10-K filing for transactions; and cause to be prepared and furnished to Agent and each Lender, the fiscal year ended December 31following, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been all to be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain , unless Borrower’s certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the close of each fiscal year of Borrower, unqualified (except for a qualification for a change in accounting principles with which the accountant concurs) audited financial statements of Borrower and its Subsidiaries as of the end of such year, on a Consolidated and consolidating basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the end of each month hereafter, including the last month of Borrower’s fiscal year, unaudited interim financial statements of Borrower and its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated and consolidating basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all adjustments (consisting material respects the financial position and results of operations of Borrower and its Subsidiaries for such month and period subject only normal recurring accruals) required to be made by GAAP, subject to normal changes from audit and year-end adjustments.adjustments and except that such statements need not contain notes; (ciii) Except as set forth in Schedule 5.4, since December 31, 2012 there has been together with each delivery of financial statements pursuant to clause (i) no of this subsection 8.1.3 and clause (ii) of this subsection 8.1.3 for the months of March, June, September and December, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that such information fairly presents in all material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in respects the results of operations operation and financial condition of Borrower and its Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the sending or prospectsfiling thereof, of BETA whether as a result the case may be, copies of any legislative proxy statements, financial statements or regulatory change, revocation reports which Borrower has made available to its Securities holders and copies of any license regular, periodic and special reports or rights registration statements which Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to do businessbe filed with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, firefrom time to time, explosionmay reasonably request, accidentbearing upon or related to the Collateral or Borrower’s or any of its Subsidiaries’ financial condition or results of operations. The foregoing notwithstanding, casualtyAgent and Lenders agree that in respect to operating divisions, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise Borrower shall only be required to deliver income statements pursuant to clauses (i) and (ii) no material adverse change above. Concurrently with the delivery of the financial statements described in clause (i) of this subsection 8.1.3, Borrower shall forward to Agent a copy of the accountants’ letter to Borrower’s management that is prepared in connection with such financial statements and also shall cause to be prepared and shall furnish to Agent a certificate of the aforesaid certified public accountants certifying to Agent that, based upon their examination of the financial statements of Borrower and its Subsidiaries performed in connection with their examination of said financial statements, they are not aware of any Default or Event of Default, or, if they are aware of such Default or Event of Default, specifying the nature thereof. Concurrently with the delivery of the annual financial statements described in paragraph (i) and the interim financial statements described in paragraph (ii) for the months of March, June, September and December and of this subsection 8.1.3, or more frequently if reasonably requested by Agent, Borrower shall cause to be prepared and furnished to Agent a Compliance Certificate in the assets or liabilities, or in form of Exhibit 8.1.3 hereto executed by the business or condition, financial or otherwise, or in the results Chief Financial Officer of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such Borrower (a change in the future“Compliance Certificate”).

Financial Statements. (a) BETASo long as (1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit Finance Corporation or an affiliate (“Spirit”) in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, continues to exceed twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the Holding Unaudited Financial Reports (defined below) unless such failure to deliver the Holding Unaudited Financial Reports continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the interim unaudited (A) consolidated balance sheet, statement of operations, statement of stockholders’ financial statements contained in its Form 10-K filing equity and statement of cash flows and all other related schedules for the fiscal year period then ended December 31of SKO Group Holding Corp. and its consolidated subsidiaries (the “Holding Unaudited Reporting Financials”), 2012, which Tenant acknowledges shall be filed as part of Spirit’s Securities and Exchange Commission (“SEC”) reporting obligations; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its latest filing made with obligations under the rules and regulations of the SEC, ( “BETA ’ Financial Statements”; and (C) are complete in material respects income and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and expense statements for the periods indicated thereinbusiness at each Property Location, in the form attached hereto as Exhibit J (such information to be subject to normal yearthe confidentiality and non-end audit adjustments. Except as disclosure provisions set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and Section 31.17(g)). (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the Holding Audited Financial Reports (defined below) unless such failure to deliver the Holding Audited Financial Reports continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the audited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of SKO Group Holding Corp. and its consolidated subsidiaries (the “Holding Audited Reporting Financials”), and together with the Holding Unaudited Reporting Financials, (the “Holding Reporting Financials”), which Tenant acknowledges shall be filed as part of Spirit’s SEC reporting obligations; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under contracts the rules and commitments incurred in regulations of the ordinary course of SEC; and (C) income and expense statements for the business and not required under generally accepted accounting principles at each Property Location (such information to be reflected subject to the confidentiality and non-disclosure provisions set forth in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesSection 31.17(g)). (b) The At such time as (1) the provisions of Section 16.01(j) are no longer in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date, on an aggregate basis, continues to exceed twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of BETA as that balance sheet if the acquisitions of December 31those assets were reported in a report on Form 8-K) then, 2012 Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the Tenant Unaudited Financial Reports (defined below) unless such failure to deliver the Tenant Unaudited Financial Reports continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the interim unaudited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related income statement schedules for the twelve months fiscal period then ended December 31, 2012 of Tenant and its consolidated subsidiaries (the “BETA’ Interim Financial StatementsTenant Unaudited Reporting Financials”); (B) are annexed hereto such other financial information reasonably requested by Landlord to the extent required for Spirit to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from Tenant delivers to Landlord “draft” statements within the books aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the Tenant Audited Reporting Financials and records Tenant Reporting Financials (each defined below) unless such failure to deliver the Tenant Audited Reporting Financials and Tenant Reporting Financials continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the audited (A) consolidated balance sheet, statement of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the respective periods indicated fiscal period then ended of Tenant and reflect all necessary accrualsits consolidated subsidiaries (the “Tenant Audited Reporting Financials” and together with the Tenant Unaudited Reporting Financials, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments the “Tenant Reporting Financials”), (consisting B) such other financial information reasonably requested by Landlord to the extent required for Spirit to satisfy its filing obligations under the rules and regulations of only normal recurring accrualsthe SEC; and (C) required income and expense statements for the business at each Property Location (such information to be made by GAAP, subject to normal yearthe confidentiality and non-end adjustmentsdisclosure provisions set forth in Section 31.17(g)). (c) Except So long as (1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, continues to exceed ten percent (10%) but is less than twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, Tenant shall deliver to Landlord such financial statements and information required for Spirit to comply with all reporting requirements of the SEC. (d) At such time as the provisions of Section 16.01(j) are no longer in effect, and at all times thereafter during the Term of this Lease, Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the (A) Tenant Unaudited Reporting Financials; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each of the Property Locations (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)); and (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the (A) Tenant Audited Reporting Financials; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each of the Property Locations (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (e) All financial statements to be provided hereunder shall be prepared in accordance with GAAP, and the Holding Reporting Financials and the Tenant Reporting Financials will be prepared in accordance with Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that any unaudited Reporting Financials will not be reviewed by independent public accountants. In the event of changes after the Effective Date in the rules and regulations of the SEC applicable to Tenant’s obligations hereunder, Landlord will reasonably cooperate with Tenant to the extent Tenant wishes to appeal or otherwise seek exemptive relief from such requirements from the SEC, subject to Landlord’s obligation to timely file the applicable financial information. To the extent such changes are the sole cause of an increase in the cost of compliance hereunder and under Section 31.17(e) of the Other Lease of more than Two Hundred Fifty Thousand Dollars ($250,000), in the aggregate on an annual basis, such additional reporting costs in excess of Two Hundred Fifty Thousand Dollars ($250,000) on an annual basis (adjusted annually for the increase in the CPI) shall be paid by Landlord. (f) At such time as (1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, no longer exceeds twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, the Holding Reporting Financials shall no longer be required to comply with Regulation S-X and Spirit shall no longer include such Reporting Financials as part of its SEC filings. At such time as (i) the provisions of Section 16.01(j) are no longer in effect and (ii) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date, on an aggregate basis, no longer exceeds twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, the Tenant Reporting Financials shall no longer be required to comply with Regulation S-X and Spirit shall no longer include such Reporting Financials as part of its SEC filings. (g) Landlord agrees to treat as confidential, and to not disclose without Tenant’s written consent, all income and expense statements for the business at each Property Location and any other information specific to a Property Location including, but not limited to, the reports generated by Tenant under Section 31.17(j) (collectively, the “Confidential Information”); provided, however, that Confidential Information does not include information which (i) is already known to Landlord prior to receipt as evidenced by prior documentation thereof or has been independently developed by Landlord on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an improper disclosure by Landlord or its representatives; (iii) becomes available to Landlord on a non-confidential basis from a source other than Tenant or any of its representatives, provided that such source is not, to Landlord’s knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Tenant with respect to such information; or (iv) is disclosed pursuant to a requirement of a court, administrative agency or other regulatory or governmental body or is disclosed pursuant to applicable law, rule or regulation. Notwithstanding the foregoing, Landlord may, without the written consent of Tenant, disclose any Confidential Information solely to a Mortgagee or trustee in connection with a Securitization or a rating agency involved with respect to such Securitization (collectively, the “Disclosure Parties”) and the Disclosure Parties may further disclose the Confidential Information solely to B-piece buyers in connection with the Securitization or an institutional investor that typically invests in Securitizations of this type and size (“Other Parties”) to the extent the Disclosure Parties customarily disclose the same to the Other Parties in connection with the Securitization and to the extent requested by the Other Parties; provided that (A) the Disclosure Parties and the Other Parties are advised that the Confidential Information is confidential, (B) the Confidential Information may not be placed in any prospectus, or other Securities offering material or other written materials by Landlord, or any Mortgagee, trustee or rating agency or any Affiliated Party, and (C) the Disclosure Parties and the Other Parties (other than the rating agencies which are not required to execute a Confidentiality Agreement but may only disclose information to parties that have executed a Confidentiality Agreement), execute a confidentiality agreement substantially in the form attached hereto as Schedule 31.17(g), or such other form as reasonably agreed upon by Tenant, Landlord, the Disclosure Parties, and/or the Other Parties (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section, (a) in no event shall any Confidential Information be disclosed to any retailers, and (b) Landlord and Tenant understand and agree that the Disclosure Parties may disclose aggregate, portfolio level financial information regarding Tenant and the Properties as a whole. (h) All financial statements to be provided hereunder shall be certified by the chief financial officer or administrative member of Tenant, which certification shall be in the form of Schedule 31.17(h) attached hereto and shall state that such financial statements (i) are true, complete and correct in all material respects, (ii) fairly present, in all material respects, the financial condition of Tenant as of the date of such reports, and (iii) satisfy the requirements set forth in Section 31.17. If Tenant discovers that its financial statements contain a misstatement or an omission in any material respect, it shall promptly notify Landlord of same and take such actions as are reasonably necessary to correct such financial statements; provided, however, in no event shall Tenant willfully and intentionally misstate its financial statements. In no event shall Tenant have any liability to Landlord or its affiliates in respect of any breach of the foregoing certification caused by Tenant’s negligence or gross negligence or, except as set forth in Schedule 5.4Section 16.01 and Section 16.02, since December 31, 2012 there has been for failure to perform its obligations under this Section 31.17. Landlord’s sole rights and remedies for a breach of this Section 31.17 shall be limited to those remedies that are available to Landlord as set forth in Section 16.02 of this Lease. (i) no material adverse change in Tenant agrees that the assets or liabilitiesHolding Audited Reporting Financials and the Tenant Audited Reporting Financials shall be audited by, or in and the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.Holdi

Financial Statements. i. Attached to Section [•] of the Disclosure Schedule are true, correct and complete copies of (ai) BETAthe audited consolidated balance sheet of Bottler and its Subsidiaries as of [•], [•] and [•], and the related audited consolidated statements of income, retained earnings, stockholders’ equity and changes in financial statements contained in position of Bottler and its Form 10-K filing for Subsidiaries, together with all related notes and schedules thereto, accompanied by the fiscal year ended December 31, 2012, its latest filing made with reports thereon of Bottler's independent auditors (collectively referred to as the SEC, ( “BETA ’ Financial Statements”), and the unaudited consolidated balance sheet of Bottler and its Subsidiaries as at __________, and the related consolidated statements of income, retained earnings, stockholders' equity and changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, other than such notes and schedules that are customarily only included in year-end audited financial statements (collectively referred to as the "Interim Financial Statements"). Each of the Financial Statements and the Interim Financial Statements (1) are correct and complete in all material respects and have been prepared in accordance with generally accepted accounting principles the books and records of Bottler and its Subsidiaries, (2) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicatedindicated (except as may be indicated in the notes thereto) and (3) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Bottler and its Subsidiaries as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and to the absence of notes (that if presented, would not differ materially from those included in the most recently audited balance sheet included in the Financial Statements). BETA’ ii. Section [•] of the Acquisition Agreement contemplates the delivery of the Interim Monthly Data. The Interim Monthly Data will be prepared in good faith in a manner consistent with the preparation of the Financial Statements and will be derived from the books and records of Bottler. Sections [•] and [•] contemplate the delivery of the Interim Quarterly Data and the Interim Annual Data. The Interim Quarterly Data and the Interim Annual Data: (1) will be prepared from the books and records of Bottler and its Affiliates and will be prepared in accordance with GAAP consistently applied throughout the periods indicated and will have been maintained on a basis consistent with the past practice of Bottler, and (2) will accurately set out and describe the financial condition and operating results of BETA reflect in all material respects, as of the dates, dates therein specified and for the periods indicated therein, and subject to normal year-end audit adjustments. Except as the assumptions set forth in BETA’ Financial Statementstherein, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA Bottler and will fairly and accurately present, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the financial condition and results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting operations of only normal recurring accruals) required to be made by GAAPBottler, subject to normal and recurring year-end adjustments. (c) Except as set forth in Schedule 5.4adjustments that will not, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, individually or in the business or conditionaggregate, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no be material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledgeabsence of notes (that if presented, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change would not differ materially from those included in the futuremost recently audited balance sheet included in the Financial Statements).

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statementson Schedule 6.06(a), BETA has no liabilitiesthe balance sheets (including, contingent or otherwiseif applicable, other than (ithe consolidated balance sheets) liabilities incurred included in the ordinary course Audited Financial Statements fairly present, in all material respects, the consolidated (if applicable) financial position of business subsequent to December 30the Companies and the Company Subsidiaries as of their respective dates, 2012 and (ii) obligations under contracts and commitments incurred the other related statements included in the ordinary course Audited Financial Statements fairly present, in all material respects, the results of business the Companies’ and not required under generally accepted accounting principles to be reflected the Company Subsidiaries’ consolidated (if applicable) operations and cash flows for the periods indicated, in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered each case in accordance with generally accepted accounting principlesIFRS (excluding Judbury) applied on a basis consistent with prior years. (b) The audited Except as set forth on Schedule 6.06(b), the consolidated balance sheet sheets of BETA GAHF Cayman and ▇▇▇▇▇ and the balance sheets of Aviation and Judbury included in the Unaudited Financial Statements fairly present, in all material respects, the consolidated (if applicable) financial position of the Companies as of December 31their respective dates. The consolidated income statements of GAHF Cayman and ▇▇▇▇▇ and the income statements of Aviation and Judbury fairly present, 2012 and related income statement in all material respects, the consolidated (if applicable) results of the Companies’ operations for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4periods indicated. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim The Unaudited Financial Statements are not audited prepared for management reporting purposes, exclude up to date provisions for Taxes and do not contain the footnotes which would be other explanatory notes required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsIFRS. (c) Except as set forth Other than provisions for Taxes, which are not provided for in Schedule 5.4the Unaudited Financial Statements, since December 31, 2012 there has been (i) are no material adverse change in the assets or liabilities, Indebtedness, debts or in the business obligations relating to any Company or conditionany Company Subsidiaries of any nature (including any liabilities, financial accruals or provisions associated with any Aircraft or any Lease), whether accrued or otherwise, and there is no existing condition, situation or set of circumstances that reasonably could be expected to result in such a liability, Indebtedness, debt or obligation, except for liabilities, Indebtedness, debts or obligations set forth on Schedule 6.06(b), Schedule 6.06(c) or reflected on the most recent Unaudited Balance Sheet or which, in the results case of operations or prospectsJudbury, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise will be discharged and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurereleased at Closing.

Financial Statements. (a) BETA’ The audited financial statements contained in its Form 10-K filing of the Acquiring Fund for the fiscal year ended December 31, 20122005, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America consistently applied on a consistent basis throughout the periods indicatedand have been audited by Ernst & Young LLP. BETA’ Financial Statements accurately set out True and describe complete copies of such statements have been furnished to WMVT. Such statements fairly reflect the financial condition and operating the results of BETA operations of the Acquiring Fund as of such date and the dates, results of operations and changes in net assets for the periods indicated thereinindicated, subject and there are no liabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to normal year-end audit adjustmentsbe disclosed but are not disclosed in such statements. Except The unaudited financial statements of Acquiring Fund for the six months ended June 30, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by PVC. True and complete copies of such statements have been furnished to WMVT. Such statements fairly reflect the financial condition and the results of operations of the Acquiring Fund as set forth of such date and the results of operations and changes in BETA’ Financial Statementsnet assets for the periods indicated, BETA has and there are no liabilitiesliabilities of the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, whether actual or contingent and whether or otherwisenot determined or determinable, other than (i) liabilities disclosed or provided for in the financial statements of the Acquiring Fund referred to above, liabilities incurred in the ordinary course of business subsequent to December 3031, 2012 2005, liabilities previously disclosed to and (ii) obligations under contracts accepted by WMVT and commitments incurred liabilities which in the ordinary course of business and aggregate have not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains been and will continue not be materially adverse to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial positioncondition, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in assets of the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureAcquiring Fund.

Financial Statements. (ai) BETA’ financial statements contained in The Borrower has delivered to the Administrative Agent copies of its Form 10-K filing Annual Statement for and as of the end of the fiscal year ended December 31, 20122010 (including, its latest filing without limitation, the provisions made therein for Investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) as filed with the SECApplicable Insurance Regulatory Authority. In addition, ( the Borrower has delivered to the Administrative Agent copies of its Interim Statements for the fiscal year to date and as of the end of the fiscal quarter ended June 30, 2011 as filed with the Applicable Insurance Regulatory Authority (all such Annual Statements and Interim Statements being collectively referred to as the “BETA ’ Financial Statements”) ). The Statements were compiled from the books and records maintained by the Borrower’s management, are correct and complete in material respects as required by SAP and fairly represent the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout SAP, consistently applied, subject (in the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as case of the dates, and for the periods indicated therein, subject Interim Statements) to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA . (ii) Neither the Borrower nor any Subsidiary of the Borrower has no any liabilities, contingent or otherwise, other than (i) liabilities incurred or forward or long-term commitments that are not disclosed in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred Statements or in the ordinary course notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of business and not required under generally accepted accounting principles the Borrower or any Subsidiary of the Borrower which could reasonably be expected to be cause a Material Adverse Change. Since December 31, 2010, no Material Adverse Change has occurred. (iii) The Investments of the Borrower reflected in BETA’ Financial Statements. BETA maintains the Statements comply in all material respects with all applicable requirements of the Pennsylvania Department of Insurance as well as those of any other Applicable Insurance Regulatory Authority relating to Investments in respect of which the Borrower may invest its funds. (iv) The provisions made by the Borrower in the Statements for reserves, policy and will continue to maintain a standard system contract claims and statutory liabilities are in compliance in all material respects with the requirements of accounting established the Applicable Insurance Regulatory Authority, and administered have been computed in accordance with generally accepted accounting principlesSAP. (bv) The audited balance sheet of BETA as of December 31, 2012 marketable securities and related income statement for short term Investments reflected in the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be valued at cost, amortized cost or market value, as required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsapplicable Law. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ The interim unaudited financial statements contained in its Form 10-K filing for the fiscal year Borrower and its Restricted Subsidiaries for the most-recently ended December 31Fiscal Quarter, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and copies of which have been prepared furnished to each Lender, fairly present in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated thereinall material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments. Except , the consolidated financial condition of the Borrower and its Restricted Subsidiaries as set forth at such dates and the consolidated results of the operations of the Borrower and its Restricted Subsidiaries for the period ended on such dates, all in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance conformity with generally accepted accounting principlesGAAP. (b) The audited consolidated balance sheet of BETA the Borrower and its Restricted Subsidiaries as of December 31, 2012 and related income statement for the twelve months end of the Fiscal Year ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA2017, and although BETA’ Interim Financial Statements are not audited the related statements of income and do not contain cash flows of the footnotes Borrower and its Restricted Subsidiaries for such Fiscal Year, copies of which would be required have been furnished to each Lender, (i) were prepared in audited conformity with GAAP and (ii) fairly present in all material respects, the consolidated financial statements, present fairly condition of the financial position, assets Borrower and liabilities of BETA its Restricted Subsidiaries as at the date indicated and the consolidated results of its operations, their operations and cash flow for the respective periods period indicated and reflect all necessary accruals, all in conformity with GAAP applied on a basis consistent basis. The Financial Statements contain all adjustments with prior years (consisting of only normal recurring accruals) required except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to be made by GAAP, subject to normal year-end adjustmentsthe financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of its Restricted Subsidiaries has, as of the Closing Date, any material obligation, contingent liability or liability for taxes, long-term leases (other than operating leases) or unusual forward or long-term commitment that is not reflected in Schedule 5.4the financial statements referred to in clause (b) above and not otherwise permitted by this Agreement. (d) The Projections have been prepared by the Borrower taking into consideration past operations of its business, since and reflect projections for the period beginning approximately January 1, 2018 and ending approximately December 31, 2012 there has 2022 on a Fiscal Year by Fiscal Year basis. The Projections have been prepared in good faith based upon assumptions believed by the Administrative Borrower to be reasonable at the time made available to the Administrative Agent, it being understood that (ix) such Projections are merely a prediction as to future events and are not to be viewed as facts, (y) such Projections are subject to significant uncertainties and contingencies, many of which are beyond any Person’s control, and (z) no material adverse change in assurance can be given that any particular Projections will be realized and that actual results during the assets period or liabilities, or in periods covered by any such Projections may differ significantly from the business or condition, financial or otherwise, or in the projected results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futuredifferences may be material.

Financial Statements. (a) BETA’ financial Sellers have provided to Purchaser true and complete copies of (i) the audited balance sheet as of, and related statements contained in its Form 10-K filing for the fiscal year then ended on, December 31, 2012, its latest filing made with December 31, 2013 and December 31, 2014 for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (the SEC, ( “BETA ’ Audited Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts (A) the unaudited balance sheet as of, and commitments incurred in related unaudited income statement for the ordinary course year then ended on, December 31, 2012, December 31, 2013 and December 31, 2014 for Trayport, Inc., (B) the unaudited balance sheet as of business June 30, 2015 and not required under generally accepted accounting principles to be reflected in BETA’ related unaudited income statement for the six (6) month period then ended for Trayport, Inc., and (C) the unaudited balance sheet as of June 30, 2015 and related unaudited income statements for the six (6) month period then ended for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (collectively, the “Unaudited Financial Statements. BETA maintains ” and will continue to maintain a standard system of accounting established and administered in accordance together with generally accepted accounting principlesthe Audited Financial Statements, the “Business Financial Information”). (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Business Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully Information has been prepared from the books and records of BETAthe Trayport Companies. Subject to the absence of footnotes and other presentation items and normal year-end and other adjustments (which other adjustments are not material to the Business) with respect to the Unaudited Financial Statements, the Business Financial Information, except as otherwise indicated therein, has been prepared in accordance with the Applicable Accounting Standards, consistently applied within the applicable period, and although BETA’ Interim (i) with respect to the Business Financial Statements are not audited and do not contain the footnotes which would be required Information of Trayport, Inc., fairly presents, in audited financial statementsall material respects, present fairly the financial position, assets and liabilities of BETA condition and the results of its operationsoperations of Trayport, Inc. as at the respective dates and for the period covered by such Business Financial Information; (ii) with respect to the Business Financial Information of GFI TP Ltd., Trayport Limited and Trayport Contigo Limited, gives a true and fair view of the state of affairs of such applicable Trayport Company, and its respective assets and liabilities as at the respective dates and for the periods indicated covered by such Business Financial Information; and reflect all necessary accruals(iii) with respect to the Business Financial Information of Trayport PTE Ltd., all in conformity with GAAP applied on gives a consistent basis. The true and fair view of the state of affairs of Trayport PTE Ltd. as at the respective dates and for the periods covered by such Business Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsInformation. (c) Except as set forth To the Knowledge of Sellers, no Trayport Company has any Liabilities other than (i) Liabilities reflected or reserved in Schedule 5.4the unaudited financial statements referred to in Section 4.9(a)(ii)(B) or Section 4.9(a)(ii)(C), since (ii) Liabilities incurred in the Ordinary Course after December 31, 2012 there has been 2014, (iiii) no material adverse change Liabilities incurred in connection with this Agreement or the Related Agreements or the transactions contemplated hereby or thereby, (iv) Liabilities that arise under Contracts to which a Trayport Company is a party as of the date hereof (excluding Liabilities for breach, non-performance or default), and (v) Liabilities that, in the assets or liabilitiesaggregate, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no are not material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureBusiness.

Financial Statements. (a) BETA’ FLC has previously delivered, or will deliver, to Patriot the FLC Regulatory Reports. The FLC Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial statements contained position, results of operations and changes in its Form 10-K filing shareholders' equity of FLC as of and for the fiscal year periods ended December 31on the dates thereof, 2012in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) FLC has previously delivered to Patriot the FLC Financials. The FLC Financials have been, its latest filing made with the SECor will be, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out covered by such statements, except as noted therein, and describe fairly present, or will fairly present, the consolidated financial condition and operating position, results of BETA operations and cash flows of FLC as of the dates, and for the periods indicated thereinending on the dates thereof, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsexcept as noted therein and in the FLC Disclosure Schedule. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change At the date of each balance sheet included in the assets FLC Financials or the FLC Regulatory Reports, neither FLC nor First Lehigh Bank (as the case may be) had, or will have any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such FLC Financials or FLC Regulatory Reports or in the business footnotes thereto which are not fully reflected or conditionreserved against therein or fully disclosed in a footnote thereto, financial or otherwiseexcept for liabilities, or obligations and loss contingencies which are not material in the results aggregate to FLC and which are incurred in the ordinary course of operations or prospectsbusiness, consistent with past practice and except for liabilities, obligations and loss contingencies which are within the subject matter of BETA whether as a result specific representation and warranty herein and subject, in the case of any legislative or regulatory changeunaudited statements, revocation to normal, recurring audit adjustments and the absence of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurefootnotes.

Financial Statements. (a) BETA’ financial statements contained Set forth in the Company Disclosure Letter are correct and complete copies of (i) the audited consolidated balance sheets of Seller and its Form 10-K filing for the fiscal year ended Subsidiaries as of December 31, 20122020 and December 31, its latest filing made with 2019, and the SECrelated audited consolidated statements of operations and comprehensive loss, ( consolidated statements of members’ equity (deficit) and consolidated statements of cash flows for the 12-month periods then ended (collectively, the “BETA ’ Seller Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 ); and (ii) obligations under contracts the unaudited balance sheet of the Seller as of December 31, 2021 and commitments incurred in the ordinary course related statements of business operations and not required under generally accepted accounting principles comprehensive loss, consolidated statements of members’ equity (deficit) and consolidated statements of cash flow (collectively referred to be reflected in BETA’ as the “Seller Interim Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles”). (b) The audited balance sheet Seller Financial Statements and Seller Interim Financial Statements (including the related notes and schedules thereto) fairly present the consolidated financial position of BETA Seller and its consolidated Subsidiaries as of December 31the date or period set forth therein and the consolidated balance sheets, 2012 consolidated statements of operations and comprehensive loss, consolidated statements of members’ equity (deficit) and consolidated statements of cash flows included in the Seller Financial Statements and Seller Interim Financial Statements (including any related income statement notes and schedules thereto) fairly present the financial condition, results of operations, changes in members’ equity and cash flows of Seller and its consolidated Subsidiaries for the twelve months ended December 31periods set forth therein, 2012 (in each case in accordance with GAAP, consistently applied during the “BETA’ periods involved, except as may be noted therein, and subject, in the case of the Seller Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal and recurring year-end adjustmentsadjustments that will not, individually or in the aggregate, be material and the absence of disclosures normally made in notes to the Seller Financial Statements. (c) Except Seller maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as set forth necessary to permit preparation of financial statements in Schedule 5.4accordance with GAAP. (d) Seller has disclosed, based on its most recent evaluation of its internal accounting controls prior to the Execution Date, to Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the design or operation of internal controls that would be reasonably expected to adversely affect Seller’s ability to record, process, summarize and report financial information for inclusion in the applicable combined financial statements and (ii) any fraud, whether or not material, that involves any current or former employees who have (or had) a significant role in Seller’s internal controls over financial reporting. Since December 31, 2018, to the Knowledge of Seller, no material complaints from any source regarding accounting, internal accounting controls or auditing matters have been received by Seller. Seller has made available to Buyer a summary of all material complaints or concerns relating to other matters made since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future2018.

Financial Statements. (a) BETA’ financial statements contained in its State Bancorp’s Annual Report on Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made 2010 filed with the SECSEC under the Securities Exchange Act of 1934 (the “Exchange Act”) sets forth the consolidated balance sheets of State Bancorp as of December 31, ( 2010 and 2009, and the related consolidated statements of income, shareholders’ equity and cash flows for the periods ended December 31 in each of the three years 2008 through 2010, accompanied by the audit report of State Bancorp’s independent public accountants (collectively, the “BETA ’ State Bancorp Financial Statements”) are complete in material respects and ). The State Bancorp Financial Statements (including the related notes), have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out involved, and describe fairly present in all material respects the consolidated financial condition and operating results position of BETA State Bancorp as of the datesrespective dates set forth therein, and the related consolidated statements of income, changes in shareholders’ equity and of cash flows (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations and changes in shareholders’ equity and of cash flows of State Bancorp for the respective fiscal periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlestherein. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETAState Bancorp and its Significant Subsidiaries have been and are being maintained in material compliance with applicable legal and accounting requirements, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsactual transactions. (c) Except as set forth in the State Bancorp Disclosure Schedule 5.4and except to the extent reflected, disclosed or reserved against in the State Bancorp Financial Statements, as of December 31, 2010, neither State Bancorp nor any of its Significant Subsidiaries had any obligations or liabilities, whether absolute, accrued, contingent or otherwise material to the business, operations, assets or financial condition of State Bancorp or any of its Significant Subsidiaries and which are required by GAAP to be disclosed in the State Bancorp Financial Statements. Except as disclosed in State Bancorp’s earnings press release for the quarter ended March 31, 2011, included as an exhibit to its current report on Form 8-K filed with the SEC on April 15, 2011, or as set forth in the State Bancorp Disclosure Schedule, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA 2010 and to the best knowledgedate hereof, information and belief neither State Bancorp nor any of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change its Significant Subsidiaries have incurred any material liabilities except in the futureordinary course of business and consistent with past banking practice, except as specifically contemplated by or incurred in connection with this Agreement. (d) The State Bancorp Disclosure Schedule includes a copy of State Bancorp’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2010 which includes information regarding “off-balance sheet arrangements” effected by State Bancorp. (e) ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, which has expressed its opinion with respect to the financial statements of State Bancorp and its subsidiaries (including the related notes), is and has been throughout the periods covered by such financial statements (x) a registered public accounting firm (as defined in Section 2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) “independent” with respect to State Bancorp within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. The State Bancorp Disclosure Schedule lists all non-audit services performed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (or any other of its then independent public accountants) for State Bancorp and its Significant Subsidiaries since January 1, 2008.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for 4.6.1 PC Bancorp has previously made available to CU Bancorp and CUB the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and Statements of PC Bancorp. The Financial Statements of PC Bancorp have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP (including the periods indicated. BETA’ Financial Statements accurately set out related notes where applicable), and describe fairly present in each case in all material respects (subject in the financial condition and operating results of BETA as case of the dates, and for the periods indicated therein, subject unaudited interim statements to normal year-end audit adjustments), the consolidated financial position, results of operations and cash flows of PC Bancorp and PCB on a consolidated basis as of and for the respective periods ending on the dates thereof, except as indicated in the notes thereto. Except The balance sheet of PC Bancorp as set forth of December 31, 2010, and the related statements of operations, cash flow and changes in BETAshareholders’ equity of PC Bancorp for the three (3) years then ended, audited by Vavrinek, Trine, Day and Co., and the unaudited balance sheet of PC Bancorp as of September 30, 2011, and the related unaudited statement of income, and changes in shareholders’ equity of PC Bancorp for the period then ended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 4.6.2 At the date of each balance sheet included in the Financial StatementsStatements of PC Bancorp or the PC Bancorp Regulatory Reports, BETA has no neither PC Bancorp nor PCB, as applicable, had any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Financial Statements of PC Bancorp or PC Bancorp Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, other than (i) liabilities except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business subsequent to December 30business, 2012 consistent with past practice, and (ii) except for liabilities, obligations under contracts and commitments incurred loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the ordinary course case of business any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 4.6.3 Except as listed on PC Bancorp Disclosure Schedule 4.6.3, the records, systems, controls, data and information of PC Bancorp and PCB are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of PC Bancorp or PCB or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not required under generally accepted accounting principles reasonably be expected to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain have a standard Material Adverse Effect on the system of internal accounting established and administered controls described below in accordance with generally accepted accounting principlesthis Section 4. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ Complete copies of the carve-out consolidated audited financial statements contained consisting of the balance sheet of the Business as of December 31 in its Form 10-K filing each of the years 2009 and 2008 and the related statements of income and retained earnings, and cash flow for the fiscal year years then ended December 31(the “Audited Financial Statements”), 2012and unaudited financial statements consisting of the carve-out consolidated balance sheet of the Business as of June 30, its latest filing made 2010 and the related statements of income and retained earnings, equity interestholders’ equity and cash flow for the six month period then ended (the “Interim Financial Statements” and together with the SECAudited Financial Statements, ( the “BETA ’ Financial Statements”) are complete in material respects and have been prepared delivered to Buyer. The Financial Statements present fairly, in accordance all material respects, the carve-out consolidated financial position of the Business, in conformity with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe period involved, subject, in the financial condition and operating results of BETA as case of the datesInterim Financial Statements, and for the periods indicated therein, subject to normal and recurring year-end audit adjustments. Except as set forth adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in BETA’ the Audited Financial Statements). The Financial Statements are based on the books and records of Sellers and their Affiliates that pertain to the Business in all material respects, BETA has no liabilitiesand may not necessarily be indicative of the conditions that would have existed or the results of operations of the Business if the Business had been operated through unaffiliated entities of Parent. Consistent with carve-out financial statements, contingent or otherwiseportions of certain income and expenses represent allocations made from Parent that are directly attributable to the Business. The carve-out consolidated balance sheet of the Business as of December 31, other than (i) liabilities incurred in 2009 is referred to herein as the ordinary course “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the carve-out consolidated balance sheet of business subsequent to December the Business as of June 30, 2012 2010 is referred to herein as the “Interim Balance Sheet” and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statementsdate thereof as the “Interim Balance Sheet Date”. BETA The Company maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. GAAP. Parent has established and maintains a system of “internal controls over financial reporting” (bas defined in Rules 13a-15(f) The audited balance sheet and 15d-15(f) of BETA as of December 31, 2012 the Exchange Act) with respect to Parent and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied Affiliates on a consistent consolidated basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP; provided, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4however, since December 31that Sellers make no representation, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial implied or otherwise, as to any system of "internal controls over financial reporting" maintained by or in applicable to any or all of the results of operations or prospects, of BETA whether as Acquired Companies on a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurecarve-out basis.

Financial Statements. (a) BETA’ Keep, and cause each of its Subsidiaries to keep, adequate records and books of account with respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial statements contained in its Form 10-K filing for transactions; and cause to be prepared and furnished to Agent and each Lender, the fiscal year ended December 31following, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been all to be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain , unless Borrower's certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the close of each fiscal year of Borrower, unqualified (except for a qualification for a change in accounting principles with which the accountant concurs and except for, in the case of the financial statements for the 2001 Fiscal Year only, the qualifications contained in such financial statements, as filed by Borrower with the Securities and Exchange Commission in connection with the Permitted Note Exchange Offer) audited financial statements of Borrower and its Subsidiaries as of the end of such year, on a Consolidated basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the end of each month hereafter, including the last month of Borrower's fiscal year, unaudited interim financial statements of Borrower and its Subsidiaries as of the end of such month and of the portion of the fiscal year then elapsed, on a Consolidated basis, certified by the principal financial officer of Borrower as prepared in accordance with GAAP and fairly presenting in all adjustments (consisting material respects the financial position and results of operations of Borrower and its Subsidiaries for such month and period subject only normal recurring accruals) required to be made by GAAP, subject to normal changes from audit and year-end adjustments.adjustments and except that such statements need not contain notes; (ciii) Except as set forth in Schedule 5.4, since December 31, 2012 there has been together with each delivery of financial statements pursuant to paragraphs (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no (but solely for financial statements delivered as of the end of a fiscal quarter) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that such information fairly presents in all material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in respects the results of operations operation and financial condition of Borrower and its Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the sending or prospectsfiling thereof, as the case may be, copies of BETA any proxy statements, financial statements or reports which Borrower has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which, Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed in accordance with ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the best knowledge, information and belief Collateral or Borrower's or any of BETA, no fact its Subsidiaries' financial condition or condition exists or is contemplated or threatened which might cause such a change in the futureresults of operations.

Financial Statements. Attached hereto as SCHEDULE 2.6 is (a) BETA’ NaviCyte's unaudited balance sheet as of June 30, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the nine (9) month period ended June 30, 1998 and (b) NaviCyte's unaudited balance sheet as of September 30, 1998 and the related statements of operations, changes in stockholders' equity and cash flows for the twelve (12) month period then ended. The unaudited balance sheet at June 30, 1998 is hereinafter referred to as the "NAVICYTE BALANCE SHEET," and all such financial statements contained in its Form 10-K filing for are hereinafter referred to collectively as the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ "NAVICYTE FINANCIAL STATEMENTS." The NaviCyte Financial Statements”) are complete in material respects and Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out involved, are in accordance with NaviCyte's books and describe records, and fairly present the financial condition position of NaviCyte and operating the results of BETA its operations as of the dates, dates and for the periods indicated thereinthereon. At the date of the NaviCyte Balance Sheet (the "NAVICYTE BALANCE SHEET DATE") and as of the Closing Date, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA NaviCyte had and has no liabilitiesliabilities or obligations, secured or unsecured (whether accrued, abso- lute, contingent or otherwiseotherwise - collectively, other than "LIABILITIES") not reflected on the NaviCyte Balance Sheet except for Liabilities (ix) liabilities as may have arisen in the ordinary course of business prior to the date of the NaviCyte Balance Sheet and which, under generally accepted accounting principles ("GAAP"), would not have been required to be reflected on the NaviCyte Balance Sheet and (y) incurred in the ordinary course of business subsequent to December 30since the date of the NaviCyte Balance Sheet which are usual and normal in amount, 2012 but in any event not greater than $50,000.00 in the aggregate (inclusive of clauses (x) and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesy)). (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETAThe audited consolidated sheet of Parent and its Subsidiaries for the most recent Fiscal Year ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; provided that such financial statements contained in its Form 10-K filing for the fiscal year Fiscal Year ended December 31, 20122020 may be separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the one hand, and for PTI and its latest filing made with Subsidiaries, on the SECother hand. (b) The unaudited consolidated balance sheet of Parent and its Subsidiaries for the most recent Fiscal Quarter ended, ( “BETA and the related consolidated statements of income or operations, shareholders’ Financial Statements”equity and cash flows for such Fiscal Quarter (i) are complete in material respects and have been were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Parent and operating results of BETA its Subsidiaries as of the dates, date thereof and their results of operations for the periods indicated thereinperiod covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no ; and (iii) show all material indebtedness and other liabilities, contingent direct or otherwisecontingent, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 Parent and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness; provided that such financial statements for the Fiscal Quarters ended prior to December 31, 2012 2021 may be separated into financial statements for Parent and related income statement for its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETAone hand, and although BETA’ Interim Financial Statements are not audited for PTI and do not contain its Subsidiaries, on the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsother hand. (c) Except The consolidated forecasted balance sheet and statements of income and cash flows of Parent and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith estimate of their future financial condition and performance, it being understood that such projections as set forth in Schedule 5.4to future events are not to be viewed as facts, since are subject to significant uncertainties and contingencies, and actual results may vary materially; provided that the financial statements that are the subject of this Section 6.7(c) provided for each Fiscal Year ended on or prior to December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights 2021 shall relate exclusively to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise PTI and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureits Subsidiaries.

Financial Statements. (ai) BETA’ The consolidated financial statements contained of PAYM included in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete PAYM SEC Reports comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out involved (except as may be indicated in the notes thereto) and describe fairly present the consolidated financial condition position of PAYM and operating results of BETA its consolidated subsidiaries as of the dates, dates thereof and the consolidated results of operations and changes in cash flows for the periods indicated thereinthen ended (subject, subject in the case of unaudited quarterly statements, to normal year-end audit adjustmentsadjustments as determined by PAYM’s independent accountants). Except as set forth in BETA’ Financial Statementsthe PAYM SEC Reports, BETA at the date of the most recent audited financial statements of PAYM included in the PAYM SEC Reports, PAYM has no liabilitiesnot incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, other than (i) liabilities incurred individually or in the ordinary course of business subsequent aggregate, could reasonably be expected to December 30, 2012 and have a material adverse effect with respect to PAYM. (ii) obligations under contracts PAYM has made the audited balance sheet and commitments incurred statements of income, changes in stockholders’ equity and cash flow as of and for the ordinary course of business fiscal years ended December 31, 2013 and not required under generally accepted accounting principles December 31, 2014 for PAYM, as filed with the PAYM SEC Reports (collectively, the (“PAYM Financial Information”), available to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesPROTEC. (biii) The audited balance sheet of BETA dated as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (2014 of PAYM shall be referred to as the “BETA’ Interim PAYM Balance Sheet.” The PAYM Financial Statements”) Information presents fairly the financial condition of PAYM as of such dates and the results of operations of PAYM for such periods, in accordance with GAAP and are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from consistent with the books and records of BETA, PAYM (which books and although BETA’ Interim Financial Statements records are not audited correct and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentscomplete). (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial The consolidated balance sheets of Borrower and its Subsidiaries as of August 31, 2007, and the related consolidated statements contained in its Form 10-K filing of operations, cash flows and consolidated statements of capital shares and equities for the fiscal year ended December 31Fiscal Year then ended, 2012and the accompanying footnotes, its latest filing made together with the SECunqualified opinion thereon of PricewaterhouseCoopers LLP, ( “BETA ’ Financial Statements”) are complete independent certified public accountants, copies of which have been furnished to the Administration Agent and the Syndication Parties, fairly present in all material respects the consolidated financial condition of Borrower and have been prepared its Subsidiaries as at such dates and the results of the consolidated operations of Borrower and its Subsidiaries for the periods covered by such statements, all in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicatedGAAP consistently applied. BETA’ Financial Statements accurately set out and describe Since August 31, 2007, there has been no material adverse change in the financial condition and operating condition, results of BETA as operations, business or prospects of Borrower or any of its Subsidiaries. As of the datesClosing Date, there are no liabilities of Borrower or any of its Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements of Borrower and for its Subsidiaries referred to above or referred to in the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwisenotes thereto, other than (i) liabilities incurred arising in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December since August 31, 2012 and related income statement for the twelve months ended December 312007. No information, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETAexhibit, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results or report furnished by Borrower or any of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and Subsidiaries to the best knowledge, information and belief Administration Agent or the Syndication Parties in connection with the negotiation of BETA, no this Credit Agreement contained any material misstatement of fact or condition exists omitted to state a material fact or is contemplated or threatened any fact necessary to make the statements contained therein not materially misleading in light of the circumstances in which might cause such a change in they were made and taken together with the futureother information, exhibits and reports furnished to the Administration Agent and/or the Syndication Parties.

Financial Statements. The Borrower has furnished to each of the Banks: (a) BETA’ financial the pro forma consolidated balance sheet of the Borrower and its Subsidiaries and of the Guarantor as of the Balance Sheet Date and their related consolidated statements contained of income, changes in its Form 10-K filing stockholder equity and cash flows for the fiscal year then ended, certified by an Authorized Officer of the Borrower and the Guarantor, as applicable, (b) a pro forma consolidated balance sheet and a pro forma consolidated statement of income and cash flows of the Borrower and its Subsidiaries and of the Guarantor for each of the fiscal quarters of the Borrower ended December 31since the Balance Sheet Date certified by an Authorized Officer of the Borrower and the Guarantor, 2012as applicable, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and to have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout with those used in the periods indicated. BETA’ Financial Statements accurately set out preparation of the annual statements delivered pursuant to subsection (a) above and describe to fairly present the financial condition of the Borrower and operating its Subsidiaries and the Guarantor as at the close of business on the dates thereof and the results of BETA as of the dates, and operations for the periods indicated therein, fiscal quarters then ended (subject to normal year-end audit adjustments), and (c) an unaudited consolidated statement of Net Operating Income for the Borrower and its Subsidiaries and the Guarantor and an unaudited statement of Net Operating Income for each parcel of Real Estate for the fiscal year ended December 31, 1996, satisfactory in form to the Majority Banks and certified by an Authorized Officer of the Borrower and the Guarantor, as applicable, as fairly presenting the operating income for such parcels for such periods. Except Such balance sheet and statements of income, stockholder's equity and cash flows have been prepared in accordance with generally accepted accounting principles and fairly present the financial condition of the Borrower and its Subsidiaries and the Guarantor as set forth in BETA’ Financial Statements, BETA has of such dates and the results of the operations of the Borrower and its Subsidiaries and the Guarantor for such periods. There are no liabilities, contingent or otherwise, other than (i) liabilities incurred of the Borrower or any of its Subsidiaries or the Guarantor involving material amounts not disclosed in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited said financial statements, present fairly the financial position, assets and liabilities of BETA statements and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsrelated notes thereto. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial statements contained in The Administrative Agent has been provided the audited consolidated balance sheet of Grand Parent and its Form 10-K filing Subsidiaries and the Borrower and its Subsidiaries, as at December 31, 1996, and the audited consolidated statement of income and cash flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the fiscal year ended December 31then ended, 2012, its latest filing made with and such balance sheet and statement of income and cash flow have been certified by Grand Parent's and the SEC, ( “BETA ’ Financial Statements”) are complete in material respects Borrower's respective independent certified public accountants and accompanied by an unqualified opinion of such accountants. Such balance sheet and statement of income and cash flow have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out GAAP and describe fairly present the financial condition of Grand Parent and operating its Subsidiaries and the Borrower and its Subsidiaries, respectively, as at the close of business as of such date and the results of BETA operations for the fiscal year then ended. There are no Contingent Obligations of Grand Parent or its Subsidiaries or the Borrower or its Subsidiaries as of such date involving material amounts, known to the datesofficers of Grand Parent or the Borrower, respectively, that were not disclosed in such balance sheet and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesnotes related thereto. (b) The audited Administrative Agent has been provided the unaudited consolidated balance sheet of BETA Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries as of December 31September 30, 2012 1997, and related the unaudited consolidated statement of income and cash flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the twelve nine months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4then ended. BETA’ Interim Financial Statements were carefully Such balance sheet and statement of income and cash flow have been prepared from the books in accordance with GAAP and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, fairly present fairly the financial positioncondition of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, assets and liabilities respectively, as at the close of BETA business on the date thereof and the results of its operations, operations for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPnine months then ended, subject to normal year-end adjustments. (c) Except . There are no Contingent Obligations of Grand Parent or its Subsidiaries or the Borrower or its Subsidiaries as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no of such date involving material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and amounts known to the best knowledgeofficers of Grand Parent or the Borrower, information respectively, that were not disclosed in such balance sheet and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurenotes related thereto.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for (i) the fiscal year ended Company has delivered to the Buyer copies of the audited consolidated balance sheets of the Company and the Company Subsidiaries as of December 31, 20122010, its latest filing made December 31, 2009 and December 31, 2008 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the years then ended (the “Prior Year Audited Financial Statements”), (ii) the Company will deliver to the Buyer prior to the Closing a copy of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 and the related audited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the year then ended (the “2011 Audited Financial Statements”, and together with the SECPrior Year Audited Financial Statements, ( the “BETA ’ Audited Financial Statements”) are complete and (iii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2011 and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the period then ended, (the “Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). Except (a) as disclosed in material respects Schedule 5.7(a), (b) with respect to the Audited Financial Statements, as set forth in the footnotes thereto, and (c) with respect to the Unaudited Financial Statements, as to year-end adjustments and the absence of footnotes, the Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements) and the Unaudited Financial Statements, have been prepared in accordance with generally accepted accounting principles the books and records of the Company and the Company Subsidiaries and with the Accounting Principles applied on a consistent basis throughout the periods indicated. BETAindicated and present fairly in all material respects the Company’s and the Company Subsidiaries’ Financial Statements accurately set out and describe the financial condition and operating results of BETA position as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA specified dates and the results of its operations, for Company’s and the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the Company Subsidiaries’ results of operations or prospects, and cash flows for the specified periods. The Company has provided the Buyer with a true and correct copy of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and independent auditors’ report relating to the best knowledge, information Prior Year Audited Financial Statements and belief will provide the Buyer with a true and correct copy of BETA, no fact or condition exists or is the independent auditors’ report relating to the 2011 Audited Financial Statements concurrent with the delivery of such 2011 Audited Financial Statements as contemplated or threatened which might cause such a change in the futureabove.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K Borrower has previously made available to the Lender the Financial Statements filed as of the date hereof and will deliver to the Lender within five (5) days of filing for all the fiscal year ended December 31Financial Statements to be filed after the date hereof. The Financial Statements have been, 2012or will be, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out covered by such statements, except as noted therein, and describe fairly present, or will fairly present, the consolidated financial condition and operating position, results of BETA operations and cash flows of Borrower as of the dates, and for the periods indicated thereinending on the dates thereof, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis, except as noted therein. (b) Borrower has made its Regulatory Reports through September 30, 2009, and First National’s Regulatory Reports through December 31, 2009, available to the Lender and will deliver to the Lender within five (5) days of filing all Regulatory Reports to be filed after the date hereof. The Financial Statements contain Regulatory Reports have been, or will be, prepared in all adjustments (consisting material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of only normal recurring accruals) required to be made by GAAPoperations, subject to normal year-end adjustmentsand changes in shareholders’ equity of Borrower or First National as the case may be, as of and for the periods ended on the dates thereof, in accordance with applicable regulatory accounting principles applied on a consistent basis. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change At the date of each balance sheet included in the assets Financial Statements or Regulatory Reports, neither Borrower or First National (as the case may be) had, or will have, any liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Financial Statements or Regulatory Reports or in the business footnotes thereto which are not fully reflected or conditionreserved against therein or disclosed in a footnote thereto, financial except for liabilities, obligations or otherwise, or loss contingencies which are not material in the results aggregate to Borrower and which are incurred in the ordinary course of operations business, consistent with past practice, and except for liabilities, obligations or prospectsloss contingencies which are within the subject matter of a specific representation and warranty herein and subject, of BETA whether as a result in the case of any legislative or regulatory changeunaudited statements, revocation to normal recurring audit adjustments and the absence of any license or rights footnotes. (d) The allowance for loan losses reflected, and to do businessbe reflected, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilitiesRegulatory Reports, or and shown, and to be shown, on the balance sheets contained in the business or conditionFinancial Statements have been, financial or otherwiseand will be, or established in accordance with the results requirements of operations or prospects, of BETA GAAP and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureall applicable regulatory criteria.

Financial Statements. (a) BETA’ The audited consolidated financial statements contained in of ASB Bancorp and its Form 10-K filing Subsidiaries for the fiscal year years ended December 31, 20122004, its latest filing made with 2003 and 2002, and the SECunaudited financial statements of ASB Bancorp for the three-month period ended December 31, ( “BETA ’ 2004 (collectively, the "ASB Bancorp Financial Statements”) are complete "), including consolidated statements of condition, statements of earnings, changes in shareholders' equity and cash flows and related notes, copies of which have been previously provided to BancorpSouth, fairly present in all material respects the consolidated financial position of ASB Bancorp and have its Subsidiaries as of the respective dates thereof, and fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and consolidated financial position of ASB Bancorp and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; and each of such ASB Bancorp Financial Statements (including the related notes, where applicable) has been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout during the periods indicatedinvolved, except as indicated in the notes thereto. BETA’ Financial Statements accurately set out The books and describe the financial condition records of ASB Bancorp and operating results of BETA as of the datesits Subsidiaries have been, and for the periods indicated thereinare being, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered maintained in accordance with generally accepted GAAP and any other applicable legal and accounting principlesrequirements. (b) The audited Neither ASB Bancorp nor any of its Subsidiaries (or any of its or their assets) are subject to any liability or obligation whatsoever, whether absolute, accrued, contingent, known, unknown, matured or unmatured, that is not reflected and adequately reserved against in the most recent balance sheet of BETA as of December 31, 2012 and related income statement for included in the twelve months ended December 31, 2012 (the “BETA’ Interim ASB Bancorp Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial statements contained Parent has filed or furnished (as applicable) in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made a timely manner with the Securities and Exchange Commission (the “SEC, ( “BETA ’ Financial Statements”) all forms, reports, schedules, statements, filings, prospectuses and registration, proxy and other documents and statements required by it to be filed or furnished as applicable since and including January 1, 2015 under the Exchange Act (all such forms, reports, schedules, statements, filings, prospectuses and registration, proxy and other documents and statements filed by Parent with the SEC under the Exchange Act since January 1, 2015, together with all amendments thereto and including all exhibits and schedules thereto and documents incorporated by reference therein, collectively, the “Parent SEC Documents”). As of their respective effective dates (in the case of Parent SEC Documents that are complete in material respects registration statements filed pursuant to the requirements of the Securities Act) and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the datesrespective dates of the last amendment filed with the SEC (in the case of all other Parent SEC Documents), the Parent SEC Documents complied in all material respects with the requirements of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, each as in effect on the applicable date referred to above, applicable to such Parent SEC Documents, and for none of the periods indicated Parent SEC Documents as of such respective dates contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statementslight of the circumstances under which they were made, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesmisleading. (b) The audited balance sheet consolidated financial statements (including all related notes and schedules) of BETA Parent and its Subsidiaries included in the Parent SEC Documents present fairly in all material respects the consolidated financial position of Parent and its Subsidiaries, as of December 31, 2012 and related income statement for at the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETArespective dates thereof, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the consolidated results of its operations, their operations and their cash flows for the respective periods indicated and reflect all necessary accrualsthen ended (subject, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting the case of only normal recurring accruals) required to be made by GAAPthe unaudited statements, subject to normal year-end adjustmentsor period-end adjustments and to any other adjustments described therein, including the notes thereto) and were prepared in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be expressly indicated therein or in the notes thereto). No Subsidiary of Parent is subject to periodic reporting requirements of the Exchange Act. (c) Except as set forth The records, systems, controls, data and information of Parent are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of Parent or their accountants (including all means of access thereto and therefrom). Parent has implemented and maintains a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureaccordance with GAAP.

Financial Statements. (a) BETA’ financial Attached hereto as Schedule 3.10(a) of the Contributor Disclosure Schedule are: (i) true and complete copies of audited combined consolidated balance sheets of Southern Union Gas Services, Ltd. and its subsidiaries, SUG Energy, LLC and Leapartners, L.P., as of December 31, 2011, and the related audited combined consolidated statements contained of operations, changes in its Form 10-K filing parent equity and cash flows for each of the years ended December 31, 2011 and December 31, 2010 (collectively, the “Company Financial Statements”) and (ii) true and complete copies of the unaudited consolidated balance sheet, as of December 31, 2012, and related unaudited consolidated statement of operations for the fiscal year ended December 31, 2012, its latest filing made with 2012 of the SEC, ( Acquired Companies (the “BETA ’ Unaudited Financial Statements”). (b) are complete in material respects and The Company Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP, applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out presented thereby and describe fairly present in all material respects the financial condition position and operating results of BETA as results, equity and cash flows of the datesAcquired Companies on a consolidated basis as of, and for the periods indicated thereinended on, subject the respective dates thereof. The Unaudited Financial Statements have been prepared in accordance with GAAP and fairly present in all material respects the financial position of the Acquired Companies, subject, however, to normal year-end audit adjustmentsadjustments and accruals and the absence of notes and other textual disclosures required by GAAP. Except as set forth in BETA’ The Audited 2012 Financial Statements, BETA when delivered to Regency in accordance with Section 5.22, (i) shall have been prepared in accordance with GAAP, applied on a consistent basis throughout the periods presented thereby and will fairly present in all material respects the financial position and operating results, equity and cash flows of the Acquired Companies on a consolidated basis as of, and for the periods ended on, the respective dates thereof and (ii) shall not contain significant changes from the Unaudited Financial Statements, other than changes reflecting normal year-end audit adjustments and the addition of notes and other textual disclosures required by GAAP. (c) No Acquired Company has no liabilitiesany liability, contingent whether accrued, contingent, absolute or otherwise, other than except for (i) liabilities incurred in set forth on the ordinary course of business subsequent to December 30, 2012 Unaudited Financial Statements and (ii) obligations under contracts and commitments incurred liabilities that have arisen since December 31, 2012 in the ordinary course of business and (iii) liabilities that would not required under generally accepted accounting principles reasonably be expected to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain have a standard system of accounting established and administered in accordance with generally accepted accounting principlesCompany Material Adverse Effect. (bd) The audited balance sheet As of BETA as of December 31the Closing Date, 2012 and related income statement for the twelve months ended December 31no Acquired Company will have any liability, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETAwhether accrued, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statementscontingent, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force absolute or otherwise and (ii) no material adverse change in the assets to Contributor or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureContributor’s Affiliates.

Financial Statements. (a) BETA’ The consolidated balance sheets included in or incorporated by reference into the ProCentury Reports (including the related notes and schedules) fairly present, in all material respects, the consolidated financial position of ProCentury and its consolidated Subsidiaries, taken as a whole, as of their respective dates, and the consolidated statements contained of operations, changes in shareholders equity (deficit) and cash flows included in or incorporated by reference into the ProCentury Reports (including any related notes and schedules) fairly present, in all material respects, the results of operations, retained earnings (loss) and changes in financial position, as the case may be, of ProCentury and its Form 10-K filing consolidated Subsidiaries, taken as a whole, for the fiscal year periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments and to any other adjustments described therein (including in the notes thereto)); and in each case were prepared in accordance with GAAP consistently applied during the periods involved, except as may be noted therein, or in the case of unaudited statements, as permitted by the SEC. (b) ProCentury has previously furnished or made available to Meadowbrook and Merger Sub true and complete copies of the annual statements or other comparable statements for each of the years ended December 31, 20122005 and December 31, its latest filing made 2006, together with all exhibits and schedules thereto (collectively, the “ProCentury SAP Statements”), with respect to each of the ProCentury Insurance Subsidiaries, in each case as filed with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been Governmental Entity charged with supervision of insurance companies of such ProCentury Insurance Subsidiary’s jurisdiction of domicile. The ProCentury SAP Statements were prepared in accordance conformity with generally accepted applicable statutory accounting principles practices prescribed or permitted by such Governmental Entity applied on a consistent basis throughout (“SAP”) and present fairly, in all material respects, the periods indicated. BETA’ Financial Statements accurately set out and describe the statutory financial condition and operating results of BETA operations of such ProCentury Insurance Subsidiary as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent respective dates thereof or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth therein, in Schedule 5.4each case in accordance with SAP. Since December 31, 2005, the ProCentury SAP Statements were filed with the applicable Governmental Entity in a timely fashion on forms prescribed or permitted by such Governmental Entity, except for such filings, the failure so to file or timely file would not individually or in the aggregate, reasonably be expected to have a ProCentury Material Adverse Effect. No deficiencies or violations material to the financial condition of any of the ProCentury Insurance Subsidiaries, individually, whether or not material in the aggregate, have been asserted in writing by any Governmental Entity which have not been cured or otherwise resolved to the satisfaction of such Governmental Entity (unless not currently pending). ProCentury has made available to Meadowbrook and Merger Sub true and complete copies of all financial examinations, market-conduct examinations and other material reports of Governmental Entities since December 31, 2012 there has been (i) no material adverse change in 2004, including the assets or liabilitiesmost recent reports of state insurance regulatory authorities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights relating to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureeach ProCentury Insurance Subsidiary.

Financial Statements. (a) BETA’ The audited financial statements contained and unaudited interim financial statements of Parent included or incorporated by reference in its Form 10-K filing for the fiscal year ended December 31Parent Securities Documents, 2012as of their respective dates, its latest filing made and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form with the SECthen applicable accounting requirements and applicable Canadian Securities Laws and the rules and regulations of the SEC (if applicable) with respect thereto, ( “BETA ’ Financial Statements”) are complete in material respects and have been were prepared in accordance with generally accepted IFRS applied on a consistent basis, and fairly present, in all material respects, the financial position of Parent as of the dates thereof and its results of operations, changes in shareholders’ equity and cash flows for the periods then ended (subject, in the case of any unaudited interim financial statements, to normal year-end adjustments, none of which have been and are reasonably likely to be material to Parent). The financial statements of Parent included in each publicly available final registration statement, prospectus, report, form, schedule, release or proxy material to be filed with the SEC (if applicable) or the Canadian Securities Commissions pursuant to applicable Canadian Securities Laws or federal or state securities Laws after the date hereof until the Effective Time will comply, as of their respective dates of filing with the SEC (if applicable) or the Canadian Securities Commissions, as the case may be, in all material respects with accounting principles requirements and the published rules and regulations of the SEC (if applicable) or the Canadian Securities Commissions, as applicable with respect thereto, will be prepared in accordance with IFRS applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out involved (except as may be indicated in the notes thereto) and describe will fairly present the financial condition and operating results position of BETA Parent as of the dates, dates thereof and the results of their operations and cash flows for the periods indicated thereinthen ended (subject, subject in the case of unaudited statements, to normal year-end audit adjustmentsadjustments which are not, individually or in the aggregate, expected to be material). Except as set forth reflected or reserved against in BETA’ Financial Statementsthe balance sheet of Parent dated December 31, BETA has no liabilities2013 filed by Parent with the Canadian Securities Commission (including the notes thereto, the “Parent Balance Sheet”), Parent does not have any liabilities (absolute, accrued, contingent or otherwise) which are required by IFRS to be set forth on a balance sheet of Parent or in the notes thereto, other than (i) liabilities and obligations incurred since December 31, 2013 in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statementsnot, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, individually or in the business or conditionaggregate, financial or otherwise, or in the results of operations or prospects, of BETA whether as reasonably be expected to have a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureMaterial Adverse Effect on Parent.

Financial Statements. (a) BETA’ The audited financial statements contained in its Form 10-K filing of the Acquired Fund for the fiscal year ended December 31, 20122005, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with accounting principles generally accepted accounting principles in the United States of America consistently applied on a consistent basis throughout the periods indicatedand have been audited by Deloitte & Touche LLP . BETA’ Financial Statements accurately set out True and describe complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial condition and operating the results of BETA operations of the Acquired Fund as of such date and the dates, results of operations and changes in net assets for the periods indicated thereinindicated, subject and there are no liabilities of or the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to normal year-end audit adjustmentsbe disclosed but are not disclosed in such statements. Except The unaudited financial statements of the Acquired Fund for the six months ended June 30, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by WMVT. True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial condition and the results of operations of the Acquired Fund as set forth of such date and the results of operations and changes in BETA’ Financial Statementsnet assets for the periods indicated, BETA has and there are no liabilitiesliabilities of the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquired Fund, whether actual or contingent and whether or otherwisenot determined or determinable, other than (i) liabilities disclosed or provided for in the financial statements of the Acquired Fund referred to above, liabilities incurred in the ordinary course of business subsequent to December 3031, 2012 2005, liabilities previously disclosed to and (ii) obligations under contracts accepted by PVC and commitments incurred liabilities which in the ordinary course of business and aggregate have not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains been and will continue not be materially adverse to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial positioncondition, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in assets of the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureAcquired Fund.

Financial Statements. Section ‎4.6(a) of Grasshopper’s Disclosure Memorandum sets forth a true, complete and correct copy of the Grasshopper Financial Statements with respect to periods ended on and prior to September 30, 2025. Grasshopper has made available to Enova true, complete and correct copies of the Grasshopper Financial Statements with respect to periods ended subsequent to September 30, 2025 and the Books and Records of the Grasshopper Entities. The Grasshopper Financial Statements (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”i) are true, complete and correct in all material respects respects, and have been prepared from, and are in accordance with, the Books and Records of the Grasshopper Entities, (ii) have been prepared in accordance with generally accepted GAAP and regulatory accounting principles principles, in each case, consistently applied on a consistent basis throughout except as may be otherwise indicated in the periods indicated. BETA’ Financial Statements accurately set out notes thereto and describe except with respect to the interim financial statements for the omission of footnotes, and (iii) fairly present in all material respects the consolidated financial condition and operating results of BETA the Grasshopper Entities as of the datesrespective dates set forth therein and the consolidated results of operations, stockholders’ equity, and cash flows of the Grasshopper Entities for the respective periods indicated set forth therein, subject in the case of the interim Grasshopper Financial Statements to normal year-end audit adjustmentsadjustments normal in nature and amount. Except as set forth in BETA’ The Grasshopper Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles Statements to be reflected prepared after the date of this Agreement and prior to the Closing (A) will be true, complete and correct in BETA’ Financial Statements. BETA maintains all material respects, and will continue to maintain a standard system be prepared from, and will be in accordance with, the Books and Records of accounting established and administered the Grasshopper Entities, (B) will have been prepared in accordance with generally accepted GAAP and regulatory accounting principles. , in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (bC) The audited balance sheet will fairly present in all material respects the consolidated financial condition of BETA the Grasshopper Entities as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA respective dates set forth therein and the results of its operations, stockholders’ equity, and cash flows of the Grasshopper Entities for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPset forth therein, subject in the case of unaudited financial statements to normal year-end adjustmentsadjustments normal in nature and amount. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETAParent has heretofore furnished to the Lenders its consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of (i) Parent and (ii) Triad, in each case as of and for the 2006 fiscal year, audited by and accompanied by the opinion of Deloitte & Touche LLP (in the case of Parent) or Ernst & Young LLP (in the case of Triad), independent public accountants, and (ii) as of and for each 2007 fiscal quarter of each of Parent and Triad thereafter ended at least 45 days prior to the Closing Date. Such financial statements contained present fairly in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA operations and cash flows of Parent and its consolidated subsidiaries and Triad and its consolidated subsidiaries as of such dates and for such periods. Such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, of Parent and its consolidated subsidiaries and Triad and its consolidated subsidiaries as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustmentsdates thereof. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered Such financial statements were prepared in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain basis in all adjustments (consisting material respects, subject, in the case of only normal recurring accruals) required unaudited financial statements, to be made by GAAP, subject to normal year-end adjustmentsaudit adjustments and the absence of footnotes. (cb) Except Parent has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma statements of income as set forth of the four consecutive fiscal quarters most recently ended at least 45 days before the Closing Date, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the four-quarter period ending on such date. Such pro forma financial statements have been prepared in Schedule 5.4good faith by Parent, since December 31, 2012 there has been (i) no material adverse change based on the assumptions used to prepare the pro forma financial information contained in the assets Confidential Information Memorandum (which assumptions are believed by Parent on the date hereof and on the Closing Date to be reasonable) and present fairly on a pro forma basis the estimated consolidated financial position of Parent and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or liabilitiesat the beginning of such period, or in as the business or conditioncase may be, financial or otherwiseit being understood that projections as to future events are not to be viewed as facts and are subject to significant uncertainties and contingencies, or in the many of which are beyond Parent’s control, and that no assurance can be given that any particular projections will be realized, and that actual results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise may differ and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futuredifferences may be material.

Financial Statements. (a) BETA’ The audited financial statements contained in its Form 10-K filing of each Globant Subsidiary as of the Relevant Fiscal Year End and the unaudited financial statements (including the balance sheet (the “Balance Sheet”), income statement and statement of cash flows) for the most recent completed fiscal year ended December 31quarter of each Globant Subsidiary (other than Globant Brazil and GS Mexico) are attached hereto as Schedule 4.9(b)(i) (collectively, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects and ). The Financial Statements have been prepared in accordance with generally accepted accounting principles Relevant GAAP applied on a consistent basis consistently throughout the periods indicated. BETA’ involved, except that the unaudited Financial Statements accurately set out and describe may not contain all footnotes required by Relevant GAAP. The Financial Statements present fairly the financial condition of the Globant Subsidiaries in all material respects as at such dates and operating the results of BETA as of the datestheir operations, changes in shareholder equity and cash flows for the periods indicated thereinthen ended, subject in the case of the unaudited Financial Statement to normal year-end audit adjustments. Except as set forth in BETA’ the Financial Statements, BETA has the Globant Subsidiaries have no liabilitiesLiabilities or obligations, contingent or otherwise, other than (i) liabilities Liabilities incurred in the ordinary course of business subsequent to December 30the end of their respective most recent fiscal quarters, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and (iii) Liabilities and obligations of a type or nature not required under generally accepted accounting principles Relevant GAAP to be reflected in BETA’ Financial Statementsfinancial statements, which, in all such cases, individually and in the aggregate could not have a Material Adverse Effect. BETA maintains and will continue to The Globant Subsidiaries maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesRelevant GAAP. (ba) The audited balance sheet consolidated financial statements of BETA ITO for the year ended as of December 31, 2012 2011, which include all the Globant Subsidiaries except for ITO Holdings, RW Holdings, Globant Brazil and related income statement Terraforum, and (b) the unaudited consolidated financial statements of ITO for the twelve months 6-month period ended December 31June 30, 2012 2012, which are attached hereto as Schedule 4.9(b)(ii) (collectively, the “BETA’ Interim Consolidated Reference Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim ), have been prepared in accordance with Relevant GAAP applied consistently throughout the period involved, except that the unaudited Consolidated Reference Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim may not contain all footnotes required by Relevant GAAP. The Consolidated Reference Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities condition of BETA ITO in all material respects as at such date and the results of its operations, operations for the respective periods indicated and reflect all necessary accrualsperiod then ended, all subject in conformity with GAAP applied on a consistent basis. The the case of the unaudited Consolidated Reference Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end audit adjustments. (c) . Except as set forth in Schedule 5.4the Consolidated Reference Financial Statements, since December 31ITO has no Liabilities or obligations, 2012 there has been contingent or otherwise, other than (i) no material adverse change Liabilities incurred in the assets or liabilitiesordinary course of business subsequent to the end of its most recent fiscal quarter, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change obligations under contracts and commitments incurred in the assets ordinary course of business and (iii) Liabilities and obligations of a type or liabilitiesnature not required under Relevant GAAP to be reflected in financial statements, or which, in all such cases, individually and in the business or condition, financial or otherwise, or aggregate could not have a Material Adverse Effect. ITO maintains a standard system of accounting established and administered in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureaccordance with Relevant GAAP.

Financial Statements. (a) BETA’ financial statements contained in The Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of (i) the audited consolidated balance sheets of the Borrower and its Form 10-K filing consolidated Subsidiaries for the fiscal year ended December 31, 20122008 and the related audited consolidated statements of income, shareholders’ equity, and cash flows of the Borrower and its latest filing made with consolidated Subsidiaries for the SECfiscal year of the Borrower then ended, ( “BETA ’ Financial Statements”accompanied by the report thereon of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP; and (ii) are complete in material respects the condensed consolidated balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal quarter ended March 29, 2009 and the related condensed consolidated statements of income of cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal periods then ended. All such financial statements have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out (except as stated therein), and describe fairly present the financial condition position of the Borrower and operating results of BETA its Subsidiaries as of the datesrespective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. The Borrower and its Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for the periods indicated thereintaxes, subject to normal yearlong-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent term lease or otherwise, other than (i) liabilities incurred unusual forward or long-term commitment that is not reflected in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in foregoing financial statements or the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered notes thereto in accordance with generally accepted accounting principlesGAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Borrower and its Subsidiaries. (b) The audited balance sheet financial projections of BETA as of December 31, 2012 the Borrower and related income statement its Subsidiaries for the twelve months ended December 31, fiscal years 2009 through 2012 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (the “BETA’ Interim Financial StatementsProjections”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from on behalf of the books Borrower in good faith after taking into account historical levels of business activity of the Borrower and records of BETAits Subsidiaries, known trends, including general economic trends, and although BETA’ Interim Financial Statements are not audited all other information, assumptions and do not contain estimates considered by management of the footnotes which would be required in audited financial statements, present fairly the financial position, assets Borrower and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made by GAAP, subject as to normal year-end adjustments. (c) Except the impact of future general economic conditions or as to whether the Borrower’s projected consolidated results as set forth in Schedule 5.4the Financial Projections will actually be realized, since December 31it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Borrower as of the Closing Date which, 2012 there has been (i) no if reflected in the Financial Projections, would result in a material adverse change in the assets or assets, liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurecash flows reflected therein.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ The Audited Financial Statements”Statements (i) are complete in material respects and have been were prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the consolidated financial condition of BridgeBio and operating results of BETA BridgeBio Subsidiaries as of the datesdate thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (iii) show all material indebtedness and other liabilities, direct or contingent, of BridgeBio and BridgeBio Subsidiaries as of the date thereof, including material liabilities for Taxes, commitments and Indebtedness. (b) The Interim Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the consolidated financial condition of BridgeBio and BridgeBio Subsidiaries as of the date thereof and their results of operations for the periods indicated thereinperiod covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no and (iii) show all material indebtedness and other liabilities, contingent direct or otherwisecontingent, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 BridgeBio and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA BridgeBio Subsidiaries as of December 31the date thereof, 2012 including material liabilities for Taxes, material commitments and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsIndebtedness. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETAThe audited consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Year ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, including the notes thereto (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial statements contained condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Form 10-K filing Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) The audited consolidated balance sheet of Healthland and its Subsidiaries, Healthland Inc. and American HealthTech, Inc., for the fiscal year ended December 31, 20122014, its latest filing made with and the SECrelated consolidated statements of operations, ( “BETA stockholders’ Financial Statements”equity and cash flows for such fiscal year, including the notes thereto (i) are complete in material respects and have been were prepared in accordance with generally accepted accounting principles GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial position of Healthland and its Subsidiaries, Healthland Inc. and American HealthTech, Inc., as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) reflect or reserve for all material indebtedness and other liabilities, direct or contingent, of Healthland and its Subsidiaries, Healthland Inc. and American HealthTech, Inc., of a type required to be reflected or reserved against on a consistent basis balance sheet prepared in accordance with GAAP as of the date thereof, including liabilities for taxes, material commitments and Indebtedness of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, provided, such statements may be restated after the Closing Date to account for Healthland’s adoption of certain accounting practices available to privately-held companies. (c) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Quarter ended, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the periods indicated. BETA’ Financial Statements accurately set out and describe period covered thereby, except as otherwise expressly noted therein, (ii) fairly present the financial condition of the Borrower and operating results of BETA its Subsidiaries as of the dates, date thereof and their results of operations for the periods indicated thereinperiod covered thereby, subject subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no and (iii) show all material indebtedness and other liabilities, contingent direct or otherwisecontingent, other than of the Borrower and its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness. (d) The unaudited consolidated balance sheet of Healthland and its Subsidiaries, Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc. (beginning as of April 1, 2015), for the fiscal quarter ended September 30, 2015, and the related consolidated statement of operations for such fiscal quarter (i) liabilities incurred were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, (ii) fairly present in all material respects the consolidated financial position of Healthland and its Subsidiaries, Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc. (beginning as of April 1, 2015), as of the date thereof and their results of operations for the period covered thereby, subject, in the ordinary course case of business subsequent to December 30, 2012 clauses (i) and (ii) obligations under contracts ), to the absence of footnotes and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end audit adjustments, and (iii) reflect or reserve for all material indebtedness and other liabilities, direct or contingent, of Healthland and its Subsidiaries, Healthland Inc., American HealthTech, Inc. and Rycan Technologies, Inc. (beginning as of April 1, 2015), of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness of a type required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP. (ce) Except as set forth The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in Schedule 5.4good faith on the basis of the assumptions stated therein, since December 31which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, 2012 there has been (i) no material adverse change in and represented, at the assets or liabilitiestime of delivery, or in the business or condition, Borrower’s best estimate of its future financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise condition and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureperformance.

Financial Statements. (a) BETAFMB has previously made available to SYBT true and complete copies of (i) the consolidated audited statements of financial condition (including related notes and schedules, if any) of FMB as of December 31, 2024 and the related audited statements of income, shareholders’ financial statements contained in its Form 10-K filing equity and cash flows (including related notes and schedules, if any) for the fiscal year years ended December 31, 20122024 and 2023 (the “FMB Audited Financial Statements”), its latest filing made with and (ii) the SECmonthly consolidated unaudited balance sheets and related statements of income (including related notes and schedules, ( if any) of FMB for the quarterly periods beginning on January 1, 2025 and ending on the last day of the month immediately preceding the month in which the Effective Time occurs (the “BETA ’ FMB Interim Financial Statements”) (the FMB Audited Financial Statements and FMB Interim Financial Statements, collectively, the “FMB Financial Statements”). The FMB Financial Statements (including the related notes, where applicable) (i) have been prepared from, and are complete in accordance with, in all material respects, the books and records of FMB and the FMB Subsidiaries, (ii) fairly present in all material respects the consolidated results of operations, cash flows, changes in shareholders’ equity and consolidated financial position of FMB and the FMB Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and amount), (iii) complied as of their respective dates in all material respects with applicable regulatory accounting requirements, and (iv) have been prepared in accordance with generally accepted GAAP consistently applied during the periods involved, except, in each case, as indicated in the statements or in the notes thereto. The books and records of FMB and the FMB Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP has not resigned (or informed FMB that it intends to resign) or been dismissed as independent public accountants of FMB as a result of or in connection with any disagreements with FMB on a matter of accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the or practices, financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. statement disclosure or auditing scope or procedure. (b) Except as set forth would not, either individually or in BETA’ Financial Statementsthe aggregate, BETA reasonably be expected to have a Material Adverse Effect on FMB, neither FMB nor any of its Subsidiaries has no liabilitiesany liability (whether absolute, accrued, contingent or otherwiseotherwise and whether due or to become due) required by GAAP to be included on a consolidated balance sheet of FMB, other than (i) except for those liabilities that are reflected or reserved against in the FMB Financial Statements and for liabilities incurred in the ordinary course of business subsequent to December course, consistent with past practices, since September 30, 2012 and (ii) obligations under contracts and commitments incurred 2025, or in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance connection with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA this Agreement and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentstransactions contemplated hereby. (c) Except as set forth The records, systems, controls, data and information of FMB and the FMB Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of FMB or the FMB Subsidiaries or their accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not, either individually or in Schedule 5.4the aggregate, since December 31, 2012 there has been reasonably be expected to have a Material Adverse Effect on FMB. FMB (i) no has implemented and maintains disclosure controls and procedures to ensure that material adverse change information related to FMB, including FMB Subsidiaries, is made known to the chief executive officer and chief financial officer of FMB by others within those entities as appropriate to allow timely decisions regarding controls, and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to FMB’s outside auditors and the audit committee of FMB’s Board of Directors (A) any significant deficiencies and material weaknesses in the assets design or liabilitiesoperation of internal controls over financial reporting which are reasonably likely to adversely affect FMB’s ability to record, process, summarize, and report financial information, and (B) to the knowledge of FMB, any fraud, whether or not material, that involves management or other employees who have a significant role in FMB’s internal control over financial reporting. Any such disclosures were made in writing by FMB management to FMB’s auditors and audit committee and true, correct and complete copies of such disclosures have previously been made available to SYBT. (d) Since January 1, 2021, (i) neither FMB nor any of the business FMB Subsidiaries, nor, to the knowledge of FMB, any director, officer, auditor, accountant or conditionrepresentative of FMB or any of the FMB Subsidiaries, financial has received or otherwise, otherwise had or in the results of operations or prospects, of BETA whether as a result obtained knowledge of any legislative material complaint, allegation, assertion or regulatory changeclaim, revocation whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods (including with respect to loan loss reserves, write-downs, charge-offs and accruals) of FMB or any license FMB Subsidiary or rights to do businesstheir respective internal accounting controls, fireincluding any material complaint, explosionallegation, accidentassertion or claim that FMB or any of the FMB Subsidiaries has engaged in questionable accounting or auditing practices, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no attorney representing FMB or any FMB Subsidiary, whether or not employed by FMB or any of the FMB Subsidiaries, has reported evidence of a material adverse change in violation of securities laws, breach of fiduciary duty or similar violation by FMB or any FMB Subsidiary or any of their respective officers, directors, employees or agents to the assets Board of Directors of FMB or liabilitiesany FMB Subsidiary or any committee thereof, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledgeknowledge of FMB, information and belief to any director or officer of BETA, no fact FMB or condition exists or is contemplated or threatened which might cause such a change in the futureany FMB Subsidiary.

Financial Statements. (a) BETAThe unaudited consolidated balance sheet of Parent and the Parent Subsidiaries as of September 30, 2010, and the related consolidated statements of income and cash flows of the three-month periods then ended, as reported in Parent’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Parent Financial Statements”) fairly present in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the respective fiscal periods or as of the date therein set forth, subject to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Parent Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements contained (including the related notes, where applicable) has been prepared, in its all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of Parent included in the Parent Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2010 that are immaterial in nature or amount, neither Parent nor any of the Parent Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of Parent, except for liabilities and obligations that would not, individually or in the aggregate, have a Material Adverse Effect on Parent and would not prevent or materially delay Closing. (c) The consolidated balance sheet of Parent and the Parent Subsidiaries as of December 31, 2010, and the related consolidated statements of income, changes in stockholders’ equity and cash flows for the year ended December 31, 2010 as will be reported in Parent’s Annual Report on Form 10-K filing for the fiscal year ended December 31, 20122010 (such financial statements, its latest filing made with the SEC, ( “BETA ’ Parent 2010 Financial Statements”) are complete to be filed with the SEC under the Exchange Act, accompanied by the audit report of the independent public accountants of Parent, will fairly present in all material respects the consolidated financial position of Parent and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA Parent Subsidiaries as of the datesdate thereof, and will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months fiscal year ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.42010. BETA’ Interim The Parent 2010 Financial Statements were carefully (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) will be prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all material respect in conformity accordance with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAPconsistently applied, subject to normal year-end adjustments. (c) Except except as set forth indicated in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, such statements or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futurenotes thereto.

Financial Statements. (a) BETASection 4.6(a) of the Olympus Disclosure Schedule sets forth true, complete and accurate copies of (i) the audited consolidated balance sheet of Olympus and its Subsidiaries as of December 31, 2018 and December 31, 2017 and the related audited statements of income, cash flows and shareholders’ financial statements contained in its Form 10-K filing equity for the fiscal year then ended December 31, 2012, its latest filing made with (the SEC, ( “BETA ’ Olympus Annual Financial Statements”) are complete in material respects and (ii) the unaudited consolidated balance sheet of Olympus and its Subsidiaries as of September 30, 2019 and the related unaudited statements of income, cash flows and shareholders’ equity for the period then ended (the “Olympus Interim Financial Statements” and, together with the Olympus Annual Financial Statements, the “Olympus Financial Statements”). The Olympus Financial Statements have been prepared in accordance with generally accepted accounting principles IFRS EU applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out covered thereby and describe fairly present in all material respects the consolidated financial condition and operating position, results of BETA operations, cash flows and shareholders’ equity of Olympus and its Subsidiaries as of at the dates, respective dates thereof and for the respective periods indicated referred to therein, subject subject, in the case of the Olympus Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statementsadjustments (the effect of which will not, BETA has no liabilities, contingent individually or otherwise, other than (i) liabilities incurred in the ordinary course aggregate, be material). The books and records of business subsequent to December 30, 2012 Olympus and (ii) obligations under contracts its Subsidiaries from which the Olympus Financial Statements have been prepared are true and commitments incurred complete in the ordinary course of business all material respects and not required under generally accepted accounting principles to be reflected have been maintained in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered all material respects in accordance with generally accepted accounting principlesIFRS EU. (b) The audited balance sheet Section 4.6(b) of BETA as the Olympus Disclosure Schedule sets forth true, complete and accurate copies of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Summit Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim The Summit Financial Statements were carefully have been prepared from in accordance with the books principles set forth in Section 4.6(b) of the Olympus Disclosure Schedule applied on a consistent basis throughout the periods covered thereby and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required fairly present in audited financial statements, present fairly all material respects the financial position, assets position and liabilities of BETA and the results of its operationsoperations of Everest, Olympus and their respective Subsidiaries, taken together, as at the respective dates thereof and for the respective periods indicated and reflect all necessary accrualsreferred to therein. Notwithstanding the foregoing, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be no warranty is made by GAAP, subject Olympus with respect to normal year-end adjustmentsinformation supplied by Everest or any of its Subsidiaries for inclusion in the Summit Financial Statements. (c) Except as set forth in Schedule 5.4Neither Olympus nor any of its Subsidiaries is a party to, since December 31nor does Olympus or any of its Subsidiaries have any commitment to become a party to, 2012 there has been (i) no material adverse change any joint venture, off-balance sheet partnership or any similar Contract or any off-balance sheet arrangements where the purpose or intended effect of such Contract is to avoid disclosure of any transaction involving, or liabilities of, Olympus or any of its Subsidiaries in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureOlympus Financial Statements.

Financial Statements. (a) BETASet forth on Schedule 3.7 of the Disclosure Letter are the following financial statements; (i) audited consolidated balance sheets and statements of income, changes in stockholders’ financial statements contained in its Form 10-K filing equity and cash flow as of and for the fiscal year years ended December 31, 20122008 and 2009 for the Acquired Entities (the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheets and statements of income, its latest filing made with changes in stockholders’ equity and cash flow (the SEC, ( “BETA ’ Interim Financial Statements”) are complete in material respects as of and for the six months ended June 30, 2010 (the “Balance Sheet Date”) for the Acquired Entities. (b) The Audited Financial Statements: (i) comply with the requirements of CA 2006; (ii) have been prepared in accordance with generally accepted accounting principles IFRS applied on a consistent basis throughout the periods indicated. BETAcovered thereby, give a true and fair view of the financial position of the Acquired Entities as of such dates and the results of operations and cash flows of the Acquired Entities for such periods, are consistent with the books and records of the Acquired Entities and have not been affected by any extraordinary or exceptional item other than those identified as such; (c) The statement of the Company’s directors contained in the directors’ report to the Audited Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. complies with section 418(2) CA 2006. (d) Except as set forth in BETA’ the Interim Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully have been prepared from on a basis which is consistent with the books and records of BETA, and although BETA’ Interim Audited Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly reflect the financial position, results of operations and cashflows of the Acquired Entities. The Acquired Entities have no known Liabilities in excess of £25,000, other than those reflected in the Interim Financial Statements, or incurred in the Ordinary Course of Business since June 30, 2010. (e) Each of the Acquired Entities maintains accounting books and records reflecting with reasonable accuracy its assets and liabilities and in the opinion of BETA the Management Sellers maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are executed with the results knowledge of its operationsthe Management Sellers, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Acquired Entities and to maintain accountability for the respective periods indicated Acquired Entities’ consolidated assets (iii) access to the Acquired Entities assets is permitted only in accordance with the knowledge of the Management Sellers, and reflect all necessary accruals(iv) accounts, all in conformity notes and other Receivables and inventory are recorded with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsreasonable accuracy. (cf) Except as set forth in Schedule 5.43.7 of the Disclosure Letter, there have been no dividends (whether in cash or specie), distributions, transfers of cash, assets or value or other payments (“Shareholder Payments”) made by the Acquired Entities to or on behalf of the Sellers or their Affiliates or any employees of, or consultants or other advisers to the Sellers (or their Affiliates) since December 31, 2012 there has been 2009, excluding salary payments to employees of the Acquired Entities and consistent with past practices. (ig) no material adverse change Except as set forth in the assets or liabilities, or Interim Financial Statements and as arising in the business or conditionOrdinary Course of Business since June 30, financial or otherwise2010, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or Acquired Entities have no other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureIndebtedness.

Financial Statements. (a) BETAAttached hereto as Schedule 3.5 are true and complete copies of: (i) the consolidated balance sheet as of December 31 for each of the years 2008 through 2009, and the related consolidated statements of income, cash flow and stockholders’ financial statements contained in its Form 10-K filing equity for the fiscal year years ended on such dates, in each case, for the BP Asset Selling Entity and the Purchased Subsidiaries, and (ii) the consolidated balance sheet as of December 31, 20122010 and the consolidated reported statements of income for the twelve-month period ended on such date, its latest filing made with in each case, for the SEC, ( BP Asset Selling Entity and the Purchased Subsidiaries (the “BETA ’ Most Recent BP Financial Statements”); (all the foregoing financial statements, including the notes thereto, are referred to herein collectively as the “BP Financial Statements”). (b) The BP Financial Statements are complete in material respects and have been prepared in accordance with generally accepted accounting principles the regularly maintained books and records of the BP Asset Selling Entity and the Purchased Subsidiaries and present fairly in all material respects the financial position, results of operations, stockholders’ equity and changes in financial position of the BP Asset Selling Entity and the Purchased Subsidiaries, as the case may be, as of the dates and for the periods indicated, in each case, in accordance with GAAP applied in a manner consistent with past practice and on a consistent basis throughout the periods indicated. BETA’ covered thereby; provided, however, that the Most Recent BP Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dateslack footnotes, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statementsreclassifications, BETA has no liabilitiesadjustments and other presentation items, contingent or otherwisewhich, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30aggregate, 2012 and (ii) obligations under contracts and commitments incurred are not material in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statementsamount. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim BP Financial Statements were carefully prepared from do not reflect any write-up or revaluation increasing the book value of any assets. The books and records accounts of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA BP Asset Selling Entity and the results of its operations, for the respective periods indicated Purchased Subsidiaries are complete and correct in all material respects and fully and fairly reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsthe transactions of the BP Asset Selling Entity and the Purchased Subsidiaries. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been Each of the BP Asset Selling Entity and the Purchased Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) no material adverse change transactions are executed in the assets accordance with management’s general or liabilitiesspecific authorizations, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change transactions are recorded as necessary to permit preparation of financial statements in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA accordance with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the best knowledge, information recorded accountability for assets is compared with the existing assets at reasonable intervals and belief of BETA, no fact or condition exists or appropriate action is contemplated or threatened which might cause such a change in the futuretaken with respect to any differences.

Financial Statements. (a) BETA’ financial The Financial Statements Schedule attached hereto consists of: (i) the Company’s unaudited consolidated balance sheet as of December 31, 2009 (the “Latest Balance Sheet”) and the related statement of income for the nine-month period then ended (together with the Latest Balance Sheet, the “Unaudited Financial Statements”) and (ii) the Company’s audited consolidated balance sheet and statements contained in its Form 10-K filing of income and cash flows as of and for the fiscal year ended December March 31, 2012, its latest filing made 2009 (such financial statements referred to in this clause (ii) the “Audited Financial Statements” and together with the SECUnaudited Financial Statements, ( the “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments). Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been prepared from the Company’s and its Subsidiaries’ books and records and present fairly in BETA’ Financial Statementsall material respects the respective financial condition and results of operations (and, BETA has in the case of the audited consolidated financial statements, the cash flows) of the Company and its Subsidiaries (taken as a whole) as of the respective dates and for the respective periods referred to therein in accordance with GAAP, consistently applied (subject in the case of the unaudited consolidated financial statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). (b) The Company and its Subsidiaries have no liabilitiesLiabilities, contingent or otherwise, other than except (i) liabilities Liabilities set forth on the Latest Balance Sheet, (ii) Liabilities that were incurred after the date of the Latest Balance Sheet in the ordinary course of business consistent with past practice, (iii) Liabilities not required by GAAP to be reflected on the face of a consolidated balance sheet of the Company and its Subsidiaries, (iv) Liabilities arising under the executory portion of any contract (but not Liabilities that result from, arise out of or are attributable to, any breach of such contract) and (v) Liabilities specifically disclosed in the disclosure schedules attached to this Agreement. (c) The Accounts Receivable of the Company and its Subsidiaries set forth on the Latest Balance Sheet and arising subsequent to December 30, 2012 the date of the Latest Balance Sheet represent sales made by the Company and (ii) obligations under contracts and commitments incurred its Subsidiaries in the ordinary course of business pursuant to bona fide transactions involving goods delivered or services rendered by the Company or its Subsidiaries. The Accounts Receivable, and not required under generally accepted accounting principles to be reserves and allowances with respect thereto, reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered on the Latest Balance Sheet are stated thereon in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). Except as set forth on the attached Accounts Receivable Schedule, to the Company’s Knowledge, any material amounts due, or to become due, in respect of such Accounts Receivable are not in dispute and there are no setoffs or counterclaims asserted, except to the extent provision has been made therefor in the Latest Balance Sheet or the Closing Statement. (cd) The February 2010 backlog report previously provided to Buyer was compiled and prepared using a method and approach substantially consistent with that used in the compilation and preparation of the December 2009 backlog report previously provided to Buyer and, to the Company’s knowledge, as of the date of this Agreement, there are no known project cancellations or significant delays with respect to the top 10 projects by dollar amount set forth in the February 2010 backlog report. (e) All inventory of the Company and its Subsidiaries (“Inventory”) is located on the Owned Real Property, the Leased Real Property or at various project or worksite locations or warehouse spaces rented by the Company (or in transit from or to any of the foregoing), the warehouse locations of which are set forth on the Other Locations Schedule. The Inventory, and the reserves and allowances with respect thereto, reflected on the Latest Balance Sheet are stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). (f) Except as set forth in on the Indebtedness Schedule, neither the Company nor any of its Subsidiaries has any Indebtedness outstanding as of the date hereof. (g) The Bonding Arrangements Schedule 5.4sets forth as of February 28, since December 31, 2012 there has been 2010 (i) no material adverse change in all Bonding Arrangements of the assets Company or liabilitiesany Subsidiary thereof, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets respective Company or liabilitiesSubsidiary thereof on account of which such Bond Arrangement was entered into or issued, (iii) the respective beneficiaries for which they were entered into or in issued, (iv) the business respective dates they were entered into or conditionissued and if applicable, financial the expiration dates thereof, (v) the respective coverage amounts thereof, and (vi) whether any cash collateral, letter of credit or otherwiseother security arrangement or guaranty has been granted by the Company, any of its Subsidiaries or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureany other Person with respect thereto.

Financial Statements. (a) BETAThe Company has delivered to the Buyer the following financial statements, attached as Schedule 3.09(a) hereto: (i) audited consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2010 and audited consolidated statements of operations, stockholders’ financial statements contained in its Form 10-K filing equity, and cash flows for the fiscal year then ended December 31(collectively, 2012, its latest filing made with the SEC, ( “BETA ’ Audited Financial Statements”); and (ii) are complete in material respects unaudited consolidated balance sheets of the Company and the Subsidiaries as of June 30, 2011 (the “Latest Balance Sheet”), and the related statements of operations and cash flows for the fiscal year and the six (6) months then ended (collectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”). (b) The Audited Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout consistently during the periods indicated. BETA’ Financial Statements accurately set out covered thereby, and describe present fairly in all material respects the financial condition of the relevant entities at the dates of said statements and operating the results of BETA as of the dates, their operations and cash flows for the periods indicated therein, subject to normal year-end audit adjustmentscovered thereby. Except as set forth in BETA’ The Unaudited Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered Statements have been prepared in accordance with generally accepted accounting principles. (b) The audited balance sheet GAAP applied consistently during the period covered thereby, and present fairly in all material respects the financial condition of BETA as the Company and the Subsidiaries at the date of December 31, 2012 such statements and related income statement the results of their operations and cash flows for the twelve months ended December 31period covered thereby, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and except that they do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets materials and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required disclosures to be made by found in notes to financial statements prepared in accordance with GAAP, subject to normal nor do they reflect year-end adjustments. (c) Except as set forth on Schedule 3.09(c) hereto, neither the Company nor any Subsidiary has any liabilities that would be required to be reflected on a balance sheet prepared in Schedule 5.4accordance with GAAP, since December 31, 2012 there has been except for (i) no material adverse change in liabilities reflected or reserved against on the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and Latest Balance Sheet (including all notes thereto); (ii) no material adverse change liabilities incurred in the assets ordinary course of business since the date of the Latest Balance Sheet; (iii) liabilities incurred in connection with the transactions contemplated hereby; (iv) liabilities arising under Contracts or liabilities, or other matters otherwise set forth in the business or condition, financial or otherwise, or in Schedules hereto; and (iv) the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureTransaction Expenses.

Financial Statements. (ai) BETA’ financial All reports, schedules, forms, statements contained and other documents that were required to be filed prior to the date hereof by PHMD with the SEC pursuant to the reporting requirements of the Exchange Act, as amended, are referred to herein as the “SEC Documents.” All such SEC Documents are available on the ▇▇▇▇▇ system. As of their respective dates, the disclosures and other information within the SEC Documents that related to the Radiancy Business or the Radiancy Business Assets complied in its Form 10-K filing for all material respects with the fiscal year ended December 31requirements of the Exchange Act or the Securities Act, 2012as the case may be, its latest filing made and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, ( “BETA ’ contained any untrue statement of a material fact related to the Radiancy Business or the Radiancy Business Assets or omitted to state a material fact related to the Radiancy Business or the Radiancy Business Assets required to be stated therein or necessary in order to make the statements therein with respect to the Radiancy Business and/or the Radiancy Business Assets, in light of the circumstances under which they were made, not misleading. (ii) The Radiancy Group Financial Statements”Statement (including the notes thereto, if any) are complete in material respects and have has been prepared as to Radiancy, in accordance with generally accepted accounting principles GAAP and as to the Radiancy Foreign Subsidiaries in accordance with International Financial Reporting Standards (“IFRS”) applicable to such Radiancy Foreign Subsidiaries; in each case, applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out covered thereby and describe fairly presents in all material respects the assets and liabilities of the Radiancy Group and the financial condition of the Radiancy Business and operating its results of BETA operations as of the dates, such dates and for the periods indicated thereinspecified; provided, however, that the unaudited Radiancy Group Financial Statements lack footnotes and other presentation items required by GAAP or IFRS and are subject to normal year-end audit adjustments. Except , the effect of which is not material to the presentation thereof. (iii) The Adjusted Working Capital of the Radiancy Group as set forth in BETA’ Financial Statementsat December 31, BETA 2015, as reflected on Schedule 3.4(iii) to the Radiancy Disclosure Schedules, has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered been prepared in accordance with generally accepted accounting principlesGAAP or IRFS (as applicable) applied on a consistent basis with the balance sheets of the Radiancy Group for prior periods and fairly presents in all material respects assets and liabilities of the Radiancy Group and its Adjusted Working Capital as at December 31, 2015. (biv) The As soon as practicable and prior to the Closing Date, PHMD shall cause to be audited (as to Radiancy, in accordance with GAAP and as to the Radiancy Foreign Subsidiaries in accordance with IFRS applicable to such Radiancy Foreign Subsidiaries), by the independent accountants for PHMD, (A) the balance sheet of BETA the Company, (B) the consolidated balance sheet of the Radiancy Group as of at December 31, 2012 2015, (C) the statement of operations, statement of cash flows and related income statement of shareholders equity of the Company, and (D) the consolidated statement of operations, statement of cash flows and statement of shareholders equity of the Radiancy Group for the twelve months ended December 31, 2012 2015, including applicable footnotes and schedules thereto (collectively, the “BETA’ Interim 2015 Combined Financial Statements”) are annexed hereto as Schedule 5.4). BETA’ Interim Such 2015 Combined Financial Statements were carefully prepared from shall be delivered to PHMD and DSKX prior to the books Closing Date and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain included in the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, PHMD Proxy Statement for the respective periods indicated PHMD Stockholders Meeting and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in DSKX Proxy Statement for the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureDSKX Stockholders Meeting.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing Schedule 2.6(a) sets forth (i) an unaudited combined pro forma balance sheet of the Combined Business as of September 30, 1997 (the "Balance Sheet") and related unaudited combined pro forma statement of income of the Combined Business for the fiscal year six months ended December 31September 30, 2012, its latest filing made 1997 (together with the SECBalance Sheet, ( “BETA ’ the "Financial Statements”) "). The Excluded Assets, the Aerospace Excluded Assets, the Non-Assumed Liabilities and the Aerospace Non-Assumed Liabilities are complete in material respects and have been prepared excluded from the Balance Sheet. The Financial Statements are in accordance with generally accepted accounting principles applied the books and records of the Sellers and the Sellers under the Aerospace Agreement and except for the Excluded Assets, the Aerospace Excluded Assets, the Non-Assumed Liabilities, the Aerospace Non-Assumed Liabilities and as set forth in Schedule 2.6(a) fairly present the financial position and results of operations of the Combined Business on a consistent stand-alone basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, date and for the periods indicated thereinperiod indicated, in conformity with GAAP throughout the period specified and in accordance with the procedures and criteria set forth on Schedule 1.6(a), except as expressly set forth therein and except that the Financial Statements may omit notes and are subject to normal year-end audit adjustmentsadjustments which are not, in the aggregate, material. Except as set forth described on Schedule 2.6(a), all fees, charges, costs and expenses associated with the ownership, leasing, operation, maintenance and management of the Combined Business and the Assets owned, used or held for use by the Combined Business have been fully and properly reflected and charged on the Financial Statements in BETA’ Financial Statementsaccordance with GAAP (to the extent such items are required to be so reflected and charged in accordance with GAAP). All Purchased Assets, BETA has no liabilitiesAssumed Liabilities, contingent Aerospace Acquired Assets and Aerospace Assumed Liabilities are disclosed on or otherwise, other than reflected in the Balance Sheet except (i) liabilities incurred as disclosed on Schedule 2.6(a), and (ii) as disposed of or transferred between September 30, 1997 and the Closing Date in the ordinary course of business subsequent to December 30, 2012 consistent with past practice and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesthis Agreement. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as future tax benefits set forth in Schedule 5.4, since December the Balance Sheet as of the date hereof represent future tax benefits as of March 31, 2012 there has been (i) no material adverse change in 1997. No later than 30 days after the assets or liabilitiesdate hereof, or in Parent shall deliver written notice to AlliedSignal of the business or conditionamount of future tax benefits as of September 30, financial or otherwise1997, or in and the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureBalance Sheet shall be adjusted accordingly.

Financial Statements. (a) BETASchedule 3.4(a) contains true and complete copies of the Bank’s (i) audited statements of financial condition and related statements of income, changes in shareholders’ financial statements contained in its Form 10-K filing equity and cash flows, as of and for the fiscal year years ended December 31, 20122005 and 2004, its latest filing made with accompanied by the SECreport thereon of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Company, ( P.C. (the “BETA ’ Annual Financial Statements”), and (ii) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the unaudited statement of financial condition and operating related statement of income as of March 31, 2006 (the “Interim Financial Statements”). The Bank has also made available to Parent true and complete copies of all Consolidated Reports of Condition and Income filed by the Bank with bank regulatory authorities as of and for each period during the three years ended December 31, 2005 (the “Call Reports”). The Annual Financial Statements, Interim Financial Statements and Call Reports are collectively referred to herein as the “Bank Financial Statements”. The Annual Financial Statements fairly present the financial position of the Bank and the results of BETA as of its operations at the dates, dates and for the periods indicated thereintherein in conformity with United States generally accepted accounting principles (“GAAP”) applied consistently during the periods covered thereby. The Interim Financial Statements fairly present the financial position of the Bank and the results of its operations at the dates and for the periods indicated in conformity with GAAP consistently applied during the periods covered thereby, except that the Interim Financial Statements are subject to normal year-end audit adjustmentsadjustments required by GAAP. Except as set forth in BETA’ Financial StatementsAs of their respective dates, BETA has no liabilities, contingent the Call Reports complied with the rules and regulations of Applicable Banking Authorities and did not contain any untrue statement of a material fact or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent omit to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not state any material fact required under generally accepted accounting principles to be reflected stated therein or necessary to make the statements therein, in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system light of accounting established and administered in accordance with generally accepted accounting principlesthe circumstances under which they were made, not misleading. (b) The audited balance sheet of BETA Except as set forth on Schedule 3.4(b), as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (dates of the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Bank Financial Statements were carefully prepared from and as of the books and records date of BETAthis Agreement, and although BETA’ Interim the Bank did not have any material liabilities, fixed or contingent, that are not fully reflected or provided for in the Bank Financial Statements are not audited and do not contain the footnotes which would be required or otherwise disclosed in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsthis Agreement. (c) Except as set forth in Schedule 5.4, since Since December 31, 2012 there has been 2005, (i) no material adverse change the business of the Bank has been conducted only in the assets or liabilitiesordinary course, or in the business or conditionconsistent with prior practices, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets event, condition or liabilitiescircumstance has occurred that, individually or in the business aggregate, has had or condition, financial or otherwise, or in could reasonably be expected to have a Material Adverse Effect on the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureBank.

Financial Statements. (a) BETAThe pro forma balance sheet of Loan Parties and their Subsidiaries on a consolidated basis (the “Pro Forma Balance Sheet”) furnished to Agent on the Closing Date reflects the consummation of the transactions contemplated under this Agreement and presents fairly in all material respects the pro forma financial condition of Loan Parties and their Subsidiaries on a consolidated basis as of the Closing Date after giving effect to the transactions under this Agreement, and has been prepared in accordance with GAAP, consistently applied. (b) The twelve (12) month cash flow projections of Loan Parties and their Subsidiaries on a consolidated basis and their projected balance sheets as of the Closing Date, in each case through the end of Loan Parties’ financial statements contained in its Form 10-K filing for the fiscal year ended December 31, 20122019, its latest filing made copies of which (along with the SEC, ( “BETA ’ Financial Statements”Pro Forma Balance Sheet) are complete annexed hereto as Exhibit 5.05 were prepared by a Responsible Officer of Borrower, are based on underlying assumptions which Loan Parties believe provide a reasonable basis for the projections contained therein in material respects light of conditions and facts known to Loan Parties at the time such projections were made and reflect Loan Parties’ good faith judgment. (c) The consolidated and consolidating balance sheets of Loan Parties, their Subsidiaries and such other Persons described therein as of December 31, 2015, and the related statements of income, changes in stockholders’ equity, which will not be consolidating, and changes in cash flow, which will not be consolidating, for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with generally accepted accounting principles GAAP consistently applied (except for changes in application in which such accountants concur) and present fairly the consolidated, and consolidating where applicable, financial position of Loan Parties and their Subsidiaries at such date and the consolidated, and consolidating where applicable, results of their operations and changes in stockholders’ equity and cash flow for such period. (d) The consolidated and consolidating balance sheets of Loan Parties, their Subsidiaries and such other Persons described therein as of the monthly period most recently ended at least thirty (30) days prior to the Closing Date, and the related statements of income for the period ended on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out such date, copies of which have been delivered to Agent, have been prepared in accordance with GAAP, consistently applied and describe such balance sheet presents fairly the financial condition of Loan Parties, their Subsidiaries and operating results of BETA such other Persons on a consolidated basis as of the dates, and for the periods indicated thereinsuch date, subject to normal year-end audit adjustments. Except as set forth adjustments and absence of footnotes, the statement of cash flows and the statement of changes in BETAshareholders’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesequity. (be) The audited balance sheet of BETA as of December 31, 2012 and related income statement for Other than the twelve months ended December 31, 2012 (restructuring resulting in the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4Bankruptcy Case, since December 31September 30, 2012 2016, there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, of the Loan Parties and their Subsidiaries taken as a whole, except changes which could not reasonably be expected to have, either individually or in the results of operations or prospectsaggregate, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureMaterial Adverse Effect.

Financial Statements. (a) BETA’ financial Set forth in Section 3.6(a) of the Cabot Disclosure Schedule are true and complete copies of Cabot’s audited consolidated balance sheets as of December 31, 2024 and 2023, and the related consolidated statements contained of income, comprehensive income, changes in its Form 10equity, and cash flows for each of the years in the three-K filing for the fiscal year period ended December 31, 20122024 (the “Audited Financial Statements” and, its latest filing made together with all quarterly and annual financial statements delivered pursuant to Section 5.1(f)(iii) and (iv), the SEC, ( “BETA ’ Financial Statements”). (b) are complete The books and records of Cabot and its Subsidiaries have been maintained in material respects accordance with GAAP and all applicable laws. The Financial Statements (i) have been prepared based on applicable books and records of Cabot and its Subsidiaries, (ii) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout GAAP and (iii) fairly present in all material respects the periods indicated. BETA’ Financial Statements accurately set out and describe the consolidated financial condition of Cabot and operating results of BETA its Subsidiaries as of the dates, respective dates thereof and the consolidated results of the operations of Cabot and its Subsidiaries for the periods indicated thereintherein (except as noted therein and subject, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course case of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited unaudited quarterly financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments), all in accordance with GAAP. (c) Except as set forth Cabot and its Subsidiaries, with the assistance of Cabot Parent and its Affiliates, maintain internal controls over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting (and, to Cabot’s Knowledge, regarding the preparation of financial statements for external reporting purposes in Schedule 5.4accordance with GAAP), since December 31, 2012 there has been including policies and procedures that (i) no material adverse change pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets or liabilitiesof Cabot and its Subsidiaries, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no are designed to provide reasonable assurance that transactions are recorded accurately in all material adverse change respects (and, to Cabot’s Knowledge, recorded accurately as necessary to permit preparation of financial statements in accordance with GAAP), and that receipts and expenditures of Cabot and its Subsidiaries are being made only in accordance with authorizations of management and directors of Cabot and its Subsidiaries and (iii) are designed to provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Cabot and its Subsidiaries that could have a material effect on the financial statements. (d) ▇▇▇▇▇ has made available to Columbus correct and complete copies of all documents governing any material “off balance sheet arrangements” (within the meaning of Item 303 of Regulation S-K promulgated by the SEC) in respect of Cabot and its Subsidiaries that are not disclosed in the assets or liabilitiesAudited Financial Statements. (e) Neither Cabot nor any of its Subsidiaries has at any time since January 1, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and 2020 been subject to the best knowledge, information and belief reporting requirements of BETA, no fact Section 13(a) or condition exists or is contemplated or threatened which might cause such a change in 15(d) of the futureExchange Act.

Financial Statements. (a) BETA’ financial Parent has delivered or made available to the Company a true and complete copy of each report, schedule, registration statement and definitive proxy statement or information statement filed by Parent with the SEC in respect of its fiscal years ending November 30, 1996 and 1997 under the Securities Act and the Exchange Act and will deliver to the Company promptly upon the filing thereof with the SEC all such reports, schedules, registration statements contained in its Form 10-K and proxy statements as may be filed after the date hereof and prior to the Effective Time (as such documents have since the time of their filing for been amended, or may after their filing, if after the fiscal year ended December 31date hereof, 2012be amended, its latest filing made the "Parent SEC Reports"), which are or will be all the documents that Parent was or will be required to file with the SEC. As of their respective dates, ( “BETA ’ Financial Statements”) are complete the Parent SEC Reports complied or will comply in all material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as requirements of the datesSecurities Act or the Exchange Act, as the case may be, and for the periods indicated rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statementslight of the circumstances under which they were made or will be made, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesmisleading. (b) The audited balance sheet As of BETA their respective dates, the financial statements of Parent included or to be included in the Parent SEC Reports (the "Parent Financial Statements") complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and present or will present fairly in all material respects the consolidated financial position of Parent and its Subsidiaries and the consolidated results of operations, changes in shareholders' equity and cash flows of Parent and its Subsidiaries as of December 31, 2012 the dates and related income statement for the twelve months ended December 31periods indicated, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity accordance with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject in the case of interim financial statements to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change adjustments and except for the absence of certain footnote information in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureunaudited statements.

Financial Statements. (a) BETA’ The financial statements contained of the Company and its Subsidiaries included (or incorporated by reference) in the Company SEC Reports (including the related notes, where applicable) (the “Company Financial Statements”) (i) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and consolidated financial position of the Company and its Form 10-K filing Subsidiaries for the respective fiscal year ended December 31periods or as of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end adjustments), 2012(ii) complied, its latest as of their respective dates of filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and (iii) have been prepared in accordance with generally accepted GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company and its Subsidiaries have been, since January 1, 2012, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Ernst & Young LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Company as a result of or in connection with any disagreements with the Company on a matter of accounting principles applied on a consistent basis throughout or practices, financial statement disclosure or auditing scope or procedure. (b) Neither the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results Company nor any of BETA as its Subsidiaries has any liability of the datesany nature whatsoever (whether absolute, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilitiesaccrued, contingent or otherwiseotherwise and whether due or to become due) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), other than except (ia) as reflected or reserved against in the Company’s consolidated balance sheet included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “Balance Sheet Date”) (including any notes thereto), (b) for liabilities incurred in the ordinary course of business subsequent since the Balance Sheet Date, (c) liabilities under this Agreement, including fees and expenses payable to December 30any accountant, 2012 outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement (including the Merger) and (iid) obligations under contracts and commitments incurred for liabilities which, individually or in the ordinary course of business and aggregate, would not required under generally accepted accounting principles reasonably be expected to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain have a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for Material Adverse Effect on the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsCompany. (c) Except The records, systems, controls, data and information of the Company and its Subsidiaries are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except as set forth would not, either individually or in Schedule 5.4the aggregate, since December 31, 2012 there has been reasonably be likely to have a Material Adverse Effect on the Company. The Company (i) no has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material adverse change information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the Audit Committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the assets design or liabilitiesoperation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) to the knowledge of the Company, any fraud, whether or not material, that involves management or other employees who have a significant role in the business or condition, Company’s internal control over financial or otherwise, or in the results of operations or prospects, of BETA whether as a result reporting. Copies of any legislative such disclosures were made in writing by management to the Company’s auditors and Audit Committee and a copy has been previously made available to Parent. To the knowledge of the Company, there is no reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, prior to the Closing Date. (d) Since January 1, 2012, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any director, officer, auditor, accountant or regulatory changerepresentative of the Company or any of its Subsidiaries, revocation has received any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices or procedures of the Company or any license of its Subsidiaries or rights their respective internal accounting controls, including any complaint, allegation, assertion or claim whether written or, to do businessthe knowledge of the Company that the Company or any of its Subsidiaries has engaged in questionable accounting, fireauditing or actuarial practices, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material adverse change in violation of securities laws, breach of fiduciary duty or similar violation by the assets Company or liabilitiesany of its officers, directors or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and employees to the best knowledgeBoard of Directors of the Company or any committee thereof or, information and belief to the knowledge of BETAthe Company, no fact to any director or condition exists or is contemplated or threatened which might cause such a change in officer of the futureCompany.

Financial Statements. The following financial statements have been furnished to each of the Lenders. (a) BETA’ financial statements contained A balance sheet of the Borrower as of the Balance Sheet Date, and a statement of income, statement of changes in its Form 10-K filing shareholders' equity and statement of cash flows for the fiscal year ended December 31then ended, 2012accompanied by an auditor's report prepared without qualification. Such balance sheet and statements of income, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete of changes in material respects shareholders' equity and of cash flows have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out Generally Accepted Accounting Principles and describe fairly present the financial condition and operating results of BETA the Borrower in all material respects as of the datesclose of business on the date thereof and the results of operations, changes in shareholders' equity and cash flows for the periods indicated thereinfiscal year then ended. There are no contingent liabilities of the Borrower as of such date involving material amounts, subject known to normal year-end audit adjustments. Except as set forth the officers of the Borrower not disclosed in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in said balance sheet and the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesrelated notes thereto. (b) The audited A balance sheet and a statement of BETA income, statement of changes in shareholders, equity and statement of cash flows of the Borrower for each of the fiscal quarters of the Borrower ended since the Balance Sheet Date certified by Borrower's chief financial officer to have been prepared in accordance with Generally Accepted Accounting Principles consistent with those used in the preparation of the annual audited statements delivered pursuant to paragraph (a) above and to fairly present the financial condition of the Borrower in all material respects as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (close of business on the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA dates thereof and the results of its operations, of changes in shareholders' equity and of cash flows for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments fiscal quarters then ended (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments). There are no contingent liabilities of the Borrower as of such dates involving material amounts, known to the officers of the Borrower, not disclosed in such balance sheets and the related notes thereto. (c) Except as set forth in Schedule 5.4With respect to each Mortgaged Property, since December 31, 2012 there has been (i) no material adverse change in copies of the assets or liabilities, or in statements of income and expenses provided to Borrower by the business or condition, financial or otherwise, or in the results seller of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureMortgaged Property.

Financial Statements. Except as set forth on Schedule 3.05: (a) BETA’ After the Closing Date, the financial statements contained most recently provided pursuant to Section 5.04(a) or Section 5.04(b), as applicable, present fairly, in all material respects, the financial position, results of operations and cash flows of the Persons covered thereby on a consolidated basis as of such dates and for such periods in accordance with GAAP, (w) except as otherwise expressly noted therein, (x) subject, in the case of quarterly financial statements, to the absence of footnotes and normal year-end audit adjustments, and (y) except as may be necessary to reflect any differing entity and/or organizational structure prior to giving effect to the Transactions. (b) As of the Closing Date: (i) The audited consolidated balance sheets of the Borrower and its Form 10-K filing consolidated Subsidiaries (including the Securitization Entities) and related statements of comprehensive income (loss), and cash flows of the Borrower and its consolidated Subsidiaries (including the Securitization Entities) for the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Financial Statements”) are complete in material respects 2022 and 2023 Fiscal Years have been prepared in accordance with generally accepted accounting principles GAAP consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out covered thereby and describe fairly present in all material respects the financial condition of the Borrower and operating results of BETA its consolidated Subsidiaries (including the Securitization Entities) as of the dates, dates thereof and their results of operations for the periods indicated therein, applicable period covered thereby. (ii) The unaudited consolidated balance sheets and related statements of income (loss) of the Borrower and its consolidated Subsidiaries (including the Securitization Entities) for the first two fiscal quarters of 2024 have been prepared in accordance with GAAP consistently applied throughout the period covered thereby (subject to changes resulting from normal year-end audit adjustments. Except as set forth adjustments and the absence of footnotes) and fairly present in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than all material respects the financial condition of the Borrower and its consolidated Subsidiaries (iincluding the Securitization Entities) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 the dates thereof and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the their results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in for the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureperiod covered thereby.

Financial Statements. (a) BETA’ financial DPW has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the ▇▇▇▇▇ system of the Commission under the name of DPW are deemed to have been made available) to the Stockholders: a true and complete copy of DPW’s audited balance sheet as of December 31, 2016 and December 31, 2015 and the related audited statements contained of operations, changes in its Form 10-K filing DPW stockholder’s deficit and cash flows for each of the fiscal year years ended December 31, 20122016, its latest filing made and December 31, 2015 prepared in accordance with GAAP, together with the SECreports of ▇▇▇▇▇▇, ( LLP and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & Kasierer, DPW’s independent registered public accounting firms (collectively the “BETA ’ Firm”), which have served as DPW’s auditors of DPW’s financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “DPW Financial Statements”) ). The DPW Financial Statements have been prepared from, are complete in accordance with, and accurately reflect, the books and records of DPW, comply in all material respects with applicable accounting requirements in the case of the DPW Financial Statements; fairly present in all material respects the financial position and the results of operations and cash flows (and changes in financial position, if any) of DPW as of the times and for the periods referred to therein (subject, in the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and the absence of footnotes). The DPW Financial Statements have been prepared in accordance with generally accepted accounting principles GAAP applied on a consistent basis throughout during the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except involved (except as set forth in BETA’ the notes thereto). The DPW Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred Statements are in a form appropriate for filing with the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesCommission. (b) The audited balance sheet of BETA as of December 31Firm, 2012 which has certified the DPW Financial Statements and related income statement for schedules, is an independent registered public accounting firm with respect to DPW as required by the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA Securities Act and the results of its operations, for rules and regulations promulgated thereunder and the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments Public Company Accounting Oversight Board (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsUnited States). (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial statements contained in its Form 10-K filing Seller has delivered to Buyer (a) an unaudited balance sheet of Seller as of September 30, 2015 (the “Seller Interim Balance Sheet,” and, such date, the “Seller Interim Balance Sheet Date”), (b) unaudited balance sheets of Seller for the two most recent fiscal year ended December 31years (or since inception if less than two years) and the related audited statements of operations, 2012changes in stockholder’s equity and cash flow of Seller, its latest filing made together with the SEC, ( audit report thereon of Seller’s independent certified public accountants (the “BETA ’ Seller Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout Seller will deliver to Buyer (c) an unaudited balance sheet as of the periods indicatedClosing Date (the “Seller Closing Date Balance Sheet”) and the related unaudited statement of operations for the period from June 30, 2015 through the Closing Date. BETA’ Financial Statements accurately set out Such financial statements and describe notes thereto fairly present the financial condition and operating the results of BETA operations, changes in stockholder’s equity and cash flow of Seller as at the respective dates of the dates, and for the periods indicated thereinreferred to in such financial statements, subject in the case of interim financial statements to normal recurring year-end audit adjustments. Except as set forth in BETA’ Financial Statementsadjustments (the effect of which will not, BETA has no liabilities, contingent individually or otherwise, other than (i) liabilities incurred in the ordinary course aggregate, be materially adverse) and the absence of business subsequent to December 30notes (that, 2012 and (ii) obligations under contracts and commitments incurred if presented, would not differ materially from those included in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principlesSeller Interim Balance Sheet). (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4Section 2.3 of the Seller Disclosure Schedule, since December 31the Seller Interim Balance Sheet Date, 2012 whether or not in the Ordinary Course of Business, there has been not been, occurred or arisen: (i) no material adverse change in the assets any event, occurrence, development or liabilitiesstate of circumstances or facts that would, individually or in the business or conditionaggregate, financial or otherwise, or in have a material adverse effect on the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and Business; (ii) no any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of Seller Capital Stock, or any repurchase, redemption or other acquisition by Seller of any outstanding shares of capital stock or other securities of, or other ownership interests in, Seller; (iii) any incurrence, assumption or guarantee by Seller of any indebtedness for borrowed money; (iv) any creation or other incurrence by Seller of any Encumbrance on any material adverse change asset; (v) any making of any material loan, advance or capital contribution to or investment in any Person; (vi) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Business; (vii) any transaction or commitment made, or any Contract entered into by Seller, involving the acquisition or disposition of any material asset of Seller; (viii) (i) any grant of any severance or termination pay to any current or former independent contractor, employee, officer or director of Seller, (ii) any increase in benefits payable under any existing severance or termination pay policies or employment Contract to which Seller is party, (iii) the entering into of any employment, deferred compensation or other similar Contract (or any amendment to any such existing Contract) by Seller with any current or former independent contractor, director, officer or employee of Seller, (iv) the establishment, adoption or material amendment (except as required by applicable Law or Legal Requirement) by Seller of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of Seller or (v) any increase in compensation, bonus or other benefits payable to any current or former director, officer or employee of Seller; (ix) amendment to the Organizational Documents of Seller; (x) payment or increase by Seller of any bonus, salary or other compensation to any independent contractor, stockholder, director, officer or (except in the assets Ordinary Course of Business) employee or liabilitiesentry into any employment, severance or similar Contract with any director, officer or employee; or (xi) sale (other than sales of inventory in the business Ordinary Course of Business), lease or conditionother disposition of any asset or property of Seller or mortgage, financial pledge or otherwiseimposition of any lien or other encumbrance on any material asset or property of Seller, including the sale, lease or in the results other disposition of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureany Intellectual Property.

Financial Statements. (a) BETA’ BioLite has provided to the Parent and BioKey audited consolidated financial statements contained in its Form 10-K filing of BioLite (including any related notes thereto) for the fiscal year years ended December 31, 2012, its latest filing made with 2016 and 2015 (the SEC, ( “BETA ’ BioLite Audited Financial Statements”) are complete in material respects and which have been prepared in accordance with generally accepted accounting principles GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods indicated. BETAinvolved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of BioLite at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and equity for the periods indicated therein. The BioLite Interim Financial Statements, provided to the Parent, will have been prepared in accordance with GAAP and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present in all material respects the consolidated financial position of BioLite as of the respective dates thereof and the consolidated statements of operations and cash flows for the periods indicated therein (subject to normal yearperiod-end audit adjustments. Except as set forth ). (b) BioLite does not have any liabilities of any nature, except liabilities that (i) will be accrued or reserved against in BETA’ the BioLite Interim Financial Statements, BETA has no liabilitieswhen provided to Parent and BioKey, contingent or otherwisewill be reflected in the notes thereto, other than (iii) liabilities were incurred in the ordinary course of business subsequent since the date of such financial statements, (iii) are incurred in connection with the transactions contemplated by this Agreement, (iv) have been discharged or paid in full prior to December 30, 2012 and (ii) obligations under contracts and commitments incurred the date of this Agreement in the ordinary course of business and business, or (v) would not, or would not required under generally accepted accounting principles to reasonably be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31expected to, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustments. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, individually or in the business aggregate, have a BioLite Material Adverse Effect. Section 3.7(b) of the BioLite Schedule of Exceptions sets forth a list of all outstanding debt for money borrowed, the applicable lender, interest rate and the applicable payment dates except for obligations issued, undertaken or conditionassumed as the deferred purchase price of property or services, financial including without limitation any operating lease or otherwisecapital lease, or that do not exceed $25,000 in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureaggregate.

Financial Statements. (a) BETA’ ML has previously delivered, or will deliver, to Sovereign the ML Regulatory Reports. The ML Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial statements contained position, results of operations and changes in its Form 10-K filing shareholders' equity of ML as of and for the fiscal year periods ended December 31on the dates thereof, 2012in accordance with applicable regulatory accounting principles applied on a consistent basis. (b) ML has previously delivered to Sovereign the ML Financials. The ML Financials have been, its latest filing made or will be, prepared in accordance with GAAP applied on a consistent basis throughout the SECperiods covered by such statements, ( “BETA ’ Financial Statements”) are complete in material respects except as noted therein, and have been prepared fairly present, or will fairly present, the consolidated financial position, results of operations and cash flows of ML as of and for the periods ending on the dates thereof, in accordance with generally accepted accounting principles applied on a consistent basis throughout basis, except as noted therein. (c) At the periods indicated. BETA’ Financial Statements accurately set out and describe date of each balance sheet included in the financial condition and operating results ML Financials or the ML Regulatory Reports, neither ML nor Main Line Bank (as the case may be) had, or will have any liabilities, obligations or loss contingencies of BETA as of the datesany nature (whether absolute, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilitiesaccrued, contingent or otherwise) of a type required to be reflected in such ML Financials or ML Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, other than (i) liabilities except for liabilities, obligations and loss contingencies which are not material in the aggregate and which are incurred in the ordinary course of business subsequent to December 30business, 2012 consistent with past practice and (ii) except for liabilities, obligations under contracts and commitments incurred loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the ordinary course case of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial any unaudited statements, present fairly the financial positionto normal, assets and liabilities of BETA recurring audit adjustments and the results absence of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentsfootnotes. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ financial The Consolidated balance sheet of the Company and its Subsidiaries as at March 31, 2005, and the related Consolidated statements contained in of income, retained earnings and cash flows of the Company and its Form 10-K filing Subsidiaries for the fiscal year ended December 31then ended, 2012certified by PriceWaterhouseCoopers LLP, and the Consolidated balance sheet of the Company and its latest filing made with Subsidiaries as at September 29, 2005, and the SECrelated Consolidated statements of income, ( “BETA ’ Financial Statements”) are complete in material respects retained earnings and cash flows of the Company and its Subsidiaries for the twenty-six weeks then ended, copies of which have been prepared furnished to each Lender, fairly present, subject, in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results case of BETA said balance sheet as of the datesat September 29, 2005, and said statements of income, retained earnings and cash flows for the periods indicated thereintwenty-six weeks then ended, subject to the absence of footnote disclosure and normal year-end audit adjustments. Except , the Consolidated financial condition of the Company and its Subsidiaries as set forth at such dates and the Consolidated results of the operations of the Company and its Subsidiaries for the period ended on such dates, all in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance conformity with generally accepted accounting principlesGAAP. (b) The audited balance sheet Neither the Company nor any of BETA as of December 31the Company’s Subsidiaries has any material obligation, 2012 and related income statement contingent liability or liability for taxes, long-term leases or unusual forward or long-term commitment that is not reflected in the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from referred to in clause (a) above or in the books notes thereto and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made otherwise permitted by GAAP, subject to normal year-end adjustmentsthis Agreement. (c) Except The Projections reflect projections for the five year period beginning with the fiscal year ending in 2006, on a year by year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Company believed to be reasonable and fair in light of conditions and facts known to the Company at the time of delivery of the Projections and, as of such time, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries and of the other information projected therein for the periods set forth in Schedule 5.4, since December 31, 2012 there has been therein (i) no material adverse change in it being understood that actual results may vary materially from the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureProjections).

Financial Statements. True and complete copies of (ai) BETAthe audited balance sheets and the related statements of income and expenses, members’ financial statements contained in its Form 10-K filing equity, and cash flows of MMG for each of the two fiscal year years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of MMG’s accountants (the “MMG Audited Financial Statements”); (ii) the audited consolidated balance sheet and the related consolidated statements of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2011; (iii) the unaudited consolidated balance sheet and the related consolidated statement of income and expenses, stockholders’ equity, and cash flows of the Business for the quarterly period ended September 30, 2012, its latest filing made which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statements” and, together with the SECMMG Audited Financial Statements, ( the “BETA ’ Transferor Financial Statements”) are complete have been delivered or will be delivered by Transferor to Parent. The Transferor Financial Statements (A) were prepared in material respects accordance with the books of account and other financial records of the Transferors, (B) present fairly the consolidated financial condition and results of operations of the Transferors as of the dates thereof or for the periods covered thereby, (C) have been prepared in accordance with generally accepted accounting principles GAAP applied on a basis consistent basis throughout with the periods indicated. BETA’ past practices of the Transferors, except that the Transferor Financial Statements accurately set out may not contain all footnotes required by GAAP and describe (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA Transferors and the results of its operations, the operations of the Transferors as of the dates thereof or for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required to be made by GAAP, subject to normal year-end adjustmentscovered thereby. (c) Except as set forth in Schedule 5.4, since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future.

Financial Statements. (a) BETA’ As of the Closing Date, the financial statements contained in its Form 10-K filing for relating to Comfort Products Distributing LLC, a Delaware limited liability company (“Comfort Products”), that have been delivered by Borrower to Administrative Agent are the fiscal year ended December 31, 2012, its latest filing made with the SEC, ( “BETA ’ Comfort Products Financial Statements”” as defined in Section 4.09(a) are complete in material respects and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, Joint Venture Agreement and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully have been prepared from the books and records of BETA, Comfort Products in accordance with GAAP consistently applied during the periods covered thereby (except (A) as otherwise disclosed therein and although BETA’ Interim Financial Statements are (B) for failures to be so prepared that would not audited and do not contain the footnotes which would be required result in audited financial statements, present fairly an unfair presentation of the financial position, assets and liabilities of BETA position and the results of its operationsoperations of Comfort Products) and (ii) fairly present in all material respects the financial position and the results of operations of Comfort Products as of the dates and during the periods therein. (b) As of the Closing Date, the financial statements relating to Borrower and the Division Entities that have been delivered by Borrower to Administrative Agent are the “Financial Statements” as defined in Section 3.08(a) of the Joint Venture Agreement and (i) have been prepared from the books and records of the Borrower and the Division Entities (except (A) as otherwise disclosed therein and (B) for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accruals) required failures to be made by GAAPso prepared that would not result in an unfair presentation of the financial position and the results of operations of the Borrower and the Division Entities, subject to normal year-end adjustmentsin the aggregate, on the basis of presentation outlined in the Financial Statements); (ii) have been prepared in the manner set forth in Financial Statements; and (iii) fairly present in all material respects the financial position and the results of operations of Borrower and the Division Entities, in the aggregate, on the basis of presentation outlined in the Financial Statements. (c) Except as set forth All historical financial statements relating to the Loan Parties and their Subsidiaries (except in Schedule 5.4all cases, since December 31, 2012 there has been (i) no material adverse change the financial statements referenced in the assets or liabilitiesforegoing Sections 4.9(a) and 4.9(b)) that have been delivered by Borrower to Administrative Agent have been prepared in accordance with GAAP (except, or in the business or conditioncase of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and present fairly in all material respects, the Loan Parties’ and their Subsidiaries’ consolidated financial or otherwise, or in condition as of the date thereof and results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in for the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureperiod then ended.

Financial Statements. (a) BETA[Reserved]. (b) The twelve (12) month cash flow and balance sheet projections of Quantum and its Subsidiaries, on a consolidated basis (the “Closing Date Projections”), delivered to Lenders prior to the Closing Date were reviewed by the Chief Executive Officer, Chief Financial Officer or Treasurer of Quantum and are based on underlying assumptions which such officer believed to be reasonable on the date such Closing Date Projections were delivered (it being understood that any such forecasts and Closing Date Projections are not to be viewed as facts, are subject to uncertainties and contingencies, many of which are beyond the Borrowers’ financial control, that no assurance can be given that any particular Closing Date Projections will be realized, that actual results may differ and that such differences may be material). (c) The audited consolidated and consolidating balance sheets of Quantum and its Subsidiaries (and such other Persons described therein) as of March 31, 2021, and the related statements contained of income, changes in its Form 10-K filing stockholder’s equity, and changes in cash flow for the fiscal year period ended December 31on such date, 2012all accompanied by reports thereon containing opinions by independent certified public accountants, its latest filing made with the SECcopies of which have been delivered to Lenders, ( “BETA ’ Financial Statements”) are complete in material respects and have been prepared in accordance with generally accepted accounting principles GAAP, consistently applied on a consistent basis throughout the periods indicated. BETA’ Financial Statements accurately set out (except for changes described in such financial statements) and describe present fairly in all material respects the financial condition and operating results of BETA as position of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in audited financial statements, present fairly the financial position, assets and liabilities of BETA Loan Parties at such date and the results of their operations for such period. The unaudited consolidated and consolidating balance sheets of Quantum and its operationsSubsidiaries (and such other Persons described therein) as of June 30, 2021, and the related statements of income, and changes in cash flow for the respective period ended on such date, copies of which have been delivered to Lenders, present fairly in all material respects the financial position of the Loan Parties at such date and the results of their operations at such date. For the purposes of this Section 5.5(c), any restatement of, or supplement to, after the Closing Date, any of the financial statements referred to in the preceding two sentences or of any other financial statements that include the periods indicated and reflect all necessary accruals, all referred to in conformity with GAAP applied on a consistent basis. The Financial Statements contain all adjustments (consisting of only normal recurring accrualsthe preceding two sentences shall not result in the representation set forth in this Section 5.5(c) required to be made by GAAP, subject to normal year-end adjustmentsbeing untrue or inaccurate. (cd) Except as set forth in Schedule 5.4, since December Since March 31, 2012 2021, there has been (i) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, of the Loan Parties as shown on the consolidated balance sheet as of such date and no change in the aggregate value of machinery, Equipment and Real Property owned by the Loan Parties, except changes in the Ordinary Course of Business, none of which individually or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the futureaggregate has been materially adverse.