Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) the Company has delivered to the Buyer copies of the audited year-end consolidated balance sheets of Seller the Company and the Company Subsidiaries as of December 31, 20012010, 2002 December 31, 2009 and 2003 December 31, 2008 and the related audited consolidated statements of operations, partners' capital income and cash flows of Seller the Company and the Company Subsidiaries for each of the fiscal years then ended (such financial statements, including the notes thereto, 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 Prior Year Audited Financial Statements, the “Audited Financial Statements”) and (iiiii) an the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of Seller the Company and the Company Subsidiaries as of April September 30, 2004 2011 and the related unaudited consolidated statements of operations, partners' capital income and cash flows of Seller the Company and the Company Subsidiaries for the four months ended April 30period then ended, 2004 (such financial statements, including the notes thereto, the "“Unaudited Financial Statements"”, and collectively with the Audited Financial Statements, the “Financial Statements”). The items referred Except (a) as disclosed in Schedule 5.7(a), (b) with respect to the Audited Financial Statements, as set forth in subsections (i) the footnotes thereto, and (iic) are sometimes hereinafter referred with respect to collectively as the "Unaudited Financial Statements." The , 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 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 and present fairly, fairly in all material respects, respects the Company’s and the Company Subsidiaries’ financial position as of Seller at December 31, 2001, 2002 and 2003, respectively, the specified dates and the Company’s and the Company Subsidiaries’ results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basisspecified periods. The Unaudited Company has provided the Buyer with a true and correct copy of the independent auditors’ report relating to the Prior Year Audited Financial Statements were prepared from and will provide the books Buyer with a true and records correct copy of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for independent auditors’ report relating to the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the 2011 Audited Financial Statements (including concurrent with the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value delivery of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the such 2011 Audited Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Datecontemplated above."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company has delivered to the Investor (i) the audited year-end balance sheets of Seller as of December 31, 2001, 2002 sheet and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for Missfresh Limited as of and for the years then twelve-month period ended December 31, 2017 and December 31, 2018 (the “Annual Statement Date”), (ii) the unaudited balance sheet (the “Balance Sheet”) and statements of operations and cash flows for Missfresh Limited as of and for the twelve-month period ended December 31, 2019, and (iii) the unaudited Balance Sheet and statements of operations and cash flows for Missfresh Limited as of and for the three-month period ending March 31, 2020 (the “Statement Date”) (collectively, the financial statements referred to in conformity with GAAP applied on a consistent basissub-clauses (i) through (iii) above, the “Financial Statements”). The Unaudited Financial Statements were (a) have been prepared from in accordance with the books and records of Seller and the PRC Companies, (b) fairly present fairly, in all material respects, Seller's respects the financial condition and position at April 30, 2004, of the PRC Companies as of the dates indicated therein and the results of its operations and cash flows of the PRC Companies for the four months then ended periods indicated therein, except in conformity the case of unaudited financial statements for the omission of notes thereto and normal year-end audit adjustments that are not expected to be material, and (c) were prepared in accordance with GAAP the applicable Accounting Standards applied on a consistent basisbasis throughout the periods involved. All of the accounts receivable owing to any of the Group Companies, subject to normal year-end adjustmentsincluding without limitation all accounts receivable set forth on the Financial Statements, which constitute valid and enforceable claims and are not material current and collectible in amount. Seller does not utilize the ordinary course of business, net of any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in reserves shown on the Financial Statements (including which reserves are adequate and were calculated on a basis consistent with the notes theretoAccounting Standards), Seller has not and no further goods or services are required to be provided in order to complete the past 5 fiscal years written off any research sales and development costs, incurred any reorganization, restructuring or similar costs or changed to entitle the book value applicable Group Company to collect in full in respect of any assetssuch receivables. There are no material contingent or asserted claims, liabilities refusals to pay, or goodwill other rights of set-off with respect to any accounts receivable of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateGroup Company."

Financial Statements. The TPB Financial Statements for periods ended prior to the date hereof are listed on Schedule 5.05 and have been previously furnished to Parent. The TPB Call Reports for periods ended prior to the date hereof have been filed with the FDIC and are available electronically at xxxxx://xxx.xxxxx.xxx. TPB will promptly deliver to Parent copies of all TPB Financial Statements and TPB Call Reports prepared subsequent to the date hereof. The TPB Financial Statements (as of the dates thereof and for the periods covered thereby) (a) Attached are or, if dated after the date of this Agreement, will be in accordance with the books and records of the TPB Companies, which are or will be, as Schedule 5.4(athe 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 in accordance with applicable legal and accounting principles and reflect only actual transactions, (b) hereto are (i) audited year-end balance sheets present or will present, as the case may be, fairly in all material respects the financial position of Seller the TPB Companies as of December 31, 2001, 2002 and 2003 the dates indicated and the related audited statements results of operations, partners' capital changes in stockholders’ equity and cash flows of Seller the TPB Companies for each the periods indicated, and (c) have been or will have been, as the case may be, prepared in all material respects in accordance with GAAP, which principles have been consistently applied during the period involved (subject to exceptions specified therein or as may be indicated in the notes thereto or, in the case of the fiscal years then ended (such interim financial statements, including to normal recurring year-end audit adjustments that are not material). The TPB Call Reports have been prepared in material compliance with (i) the notes theretorules and regulations of the respective federal or state banking regulator with which they were filed, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller RAP, which principles have been consistently applied during the periods involved, except as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements")otherwise noted therein. The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyEach TPB Call Report fairly presents, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, TPB and the results of its operations at the date and cash flows for the years then ended period indicated in such TPB Call Report in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows Instructions for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not Preparation of Call Reports as promulgated by applicable Regulatory Authorities. None of the TPB Call Reports contains any material in amount. Seller does not utilize any percentage items of completion special or similar method of accounting for revenue, nonrecurring income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected any other income not earned in the Financial Statements (including the notes thereto)ordinary course of business, Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to except as the "Financial Statement Dateexpressly specified therein."

Financial Statements. True and complete copies of the Acquired Company’s audited consolidated financial statements consisting of the consolidated balance sheet of the Acquired Company and its Subsidiaries as at December 31, 2007 and the related statements of income and retained earnings, stockholders’ equity and cash flow, for the year then ended (athe “Acquired Audited Financial Statements”), and unaudited (but reviewed by the Acquired Company’s independent auditor) Attached consolidated financial statements consisting of the balance sheet of the Acquired Company and its Subsidiaries as Schedule 5.4(aat December 31 in each of the years 2008 and 2009, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “Acquired Interim Financial Statements” and together with the Acquired Audited Financial Statements, the “Acquired Financial Statements”), are included in the Seller Disclosure Schedule. The Acquired Financial Statements are true, complete and correct and have been prepared in accordance with Luxembourg generally accepted accounting principles (“Lux GAAP”) hereto are (i) audited applied on a consistent basis throughout the periods involved, subject, in the case of the Acquired Interim Financial Statements, to normal and recurring year-end 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 the Acquired Audited Financial Statements). The Acquired Financial Statements are based on the books and records of the Acquired Company and its Subsidiaries, and fairly present the financial condition of the Acquired Company and its Subsidiaries as of the respective dates they were prepared and the results of the operations of the Acquired Company and its Subsidiaries for the periods indicated. The consolidated balance sheets sheet of Seller the Acquired Company and its Subsidiaries as of December 31, 20012009, 2002 and 2003 is referred to herein as the “Acquired Balance Sheet” and the related audited statements of operations, partners' capital and cash flows of Seller for each date thereof as the “Acquired Balance Sheet Date.” Each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") Acquired Company and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on Subsidiaries maintains a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method standard system of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research established and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements administered in accordance with and to the extent required by Lux GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. Except as set forth in Section 4.11 of the Expert Disclosure Letter, each of the consolidated balance sheets of Expert included in or incorporated by reference into the Expert SEC Reports (aincluding the related notes and schedules) Attached fairly presents the consolidated financial position of Expert and the Expert Subsidiaries as Schedule 5.4(aof its date and each of the consolidated statements of operations, cash flows and stockholders' equity included in or incorporated by reference into the Expert SEC Reports (including any related notes and schedules) hereto are fairly presents the results of operations, cash flows and stockholders' equity, as the case may be, of Expert and the Expert Subsidiaries for the periods set forth therein (i) audited subject, in the case of unaudited statements, to normal year-end audit adjustments which would not be material in amount or effect), in each case in accordance with generally accepted accounting principles consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by applicable law. Except as set forth in Section 4.11 of the Expert Disclosure Letter, the consolidated balance sheets of Seller sheet as of December 31, 2001, 2002 1998 of Expert (which is set forth in Section 4.8 of the Expert Disclosure Letter) delivered to Activision prior to the date hereof (including the related notes and 2003 schedules) (the "Recent Balance Sheet") fairly presents the consolidated financial position of Expert and the related audited Expert Subsidiaries as of its date and the consolidated statements of operations, partners' capital and cash flows and stockholders' equity for the year ended December 31, 1998 of Seller for each of Expert delivered to Activision prior to the fiscal years then ended date hereof (such financial statements, including any related notes and schedules) (together with the notes theretoRecent Balance Sheet, the "Audited Recent Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and fairly present the related unaudited statements results of operations, partners' capital and cash flows and shareholders' equity, as the case may be, of Seller Expert and the Expert Subsidiaries for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyperiods set forth therein, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements each case in accordance with and to generally accepted accounting principles consistently applied during the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Dateperiods involved."

Financial Statements. (a) Attached Norbord’s audited financial statements as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of at and for the fiscal years ended December 31, 20012018 and December 31, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended 2019 (such financial statements, including the notes thereto) and related MD&A and Norbord’s consolidated financial statements as at and for the three and nine months ended October 3, 2020 and related MD&A (collectively, the "Audited “Norbord Financial Statements"”) were prepared in accordance with IFRS consistent with the prior period (except (a) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Norbord’s independent auditors, or (b) in the case of unaudited interim statements, are subject to normal period-end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and (ii) an unaudited balance sheet of Seller as of April 30, 2004 applicable Laws and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the consolidated financial position position, financial performance and cash flows of Seller at Norbord for the dates and periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period-end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Norbord on a consolidated basis. There has been no material change in Norbord’s accounting policies, except as described in the Norbord Financial Statements, since December 31, 20012019. Other than as disclosed in Section 3.1(m) of the Norbord Disclosure Letter, 2002 and 2003Norbord has not made any determination to correct or restate, respectivelynor, and to the results knowledge of Norbord is there any basis for any correction or restatement of, any aspect of any of the Norbord Financial Statements. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or other relationships of Norbord or any of its operations and cash flows for the years then ended in conformity subsidiaries with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which unconsolidated entities or other Persons that are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Norbord Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Sellers have delivered to the Purchaser correct and complete copies of (i) the audited year-end consolidated balance sheets of Seller the Company as of December 31, 20011997 and December 31, 2002 and 2003 1998 and the related audited statements of operationsincome, partners' capital cash flow and cash flows of Seller retained earnings for each of the fiscal years year reporting periods then ended ended, together with all notes and schedules thereto (such financial statements, including the notes thereto, the "Audited Financial StatementsFINANCIAL STATEMENTS") and (ii) an the unaudited balance sheet of Seller the Company as of April 30the period ending July 31, 2004 1999 and the related statement of income for such period then ended (the foregoing unaudited statements, with all monthly unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes theretodelivered hereafter, the "Unaudited Financial StatementsUNAUDITED FINANCIAL STATEMENTS"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyhave been audited without qualification by Xxxxxxx and Xxxxxx, in all material respectsCertified Public Accountants, LLP, independent auditors for the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, Company. The Financial Statements and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were (a) have been prepared from in accordance with the books and records of Seller the Company and (b) fairly present fairly, in all material respects, Seller's the financial position at April 30, 2004, condition and the results of its operations and cash flows of the Company as of, and for the four months then respective periods ended on, such dates, all in conformity with GAAP applied on a consistent basisconsistently applied, subject except, with respect to normal year-end adjustmentsthe Unaudited Financial Statements, which are not material in amountfor adjustments and notes that would result from an audit. Seller does not utilize any percentage of completion or similar method of accounting for revenueSince December 31, income or cost recognition purposes. Except 1998 and except as described in Schedule 5.4(a) hereto or reflected fully set forth in the Financial Statements (including and the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Unaudited Financial Statements, including the Purchased Assets Company has no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due, whether known or unknown, and all liabilities regardless of when asserted) arising out of transactions or events heretofore entered into or any action or inaction or state of facts existing, with respect to, or based upon transactions or events heretofore occurring. On or before March 1, 2000, the Sellers shall deliver to the Purchaser correct and complete copies of the Businessaudited consolidated balance sheets of the Company as of December 31, are reflected in 1999, and the Financial Statements in accordance related statements of income, cash flow and retained earnings for the fiscal year reporting period then ended, together with all notes and to schedules thereto, at which time such balance sheet and statements shall thereafter be included within the extent required by GAAP. The date definition of April 30, 2004, is herein referred to as the "Financial Statement DateStatements" for all purposes hereunder."

Financial Statements. Each of the consolidated financial statements (aincluding, in each case, any accompanying notes thereto) Attached contained in the Company SEC Reports, including the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as Schedule 5.4(a) hereto are of, August 25, 2006 (the “Company Financials”): (i) audited complied, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will comply, as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared, and in the case of consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, will be prepared, in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the rules of the SEC, and except that the unaudited financial statements are subject to normal and recurring year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements"adjustments) and (iiiii) an unaudited balance sheet fairly presented, and in the case of Seller as of April 30consolidated financial statements to be contained in Company SEC Reports filed after the date hereof, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlywill fairly present, in all material respects, respects the consolidated financial position of Seller at December 31, 2001, 2002 the Company and 2003, respectively, its consolidated Subsidiaries as of the respective dates thereof and the consolidated results of its the Company’s operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairlyperiods indicated (subject, in all material respectsthe case of unaudited quarterly statements, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end audit adjustments). The consolidated balance sheet of the Company and its subsidiaries as of March 2, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue2007, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected contained in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, Company SEC Reports is herein hereinafter referred to as the "Financial Statement Date“Company Balance Sheet."” Except as reflected or reserved against in the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise), except for (i) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with or expressly permitted by the terms of this Agreement or the transactions contemplated hereby, and (iii) liabilities that, taken individually or together with other liabilities, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company has not had any disagreement with KPMG LLP, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Company Financials are consistent with such books and records. Neither the Company nor any of its Subsidiaries is a party to, nor has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC).

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets of Seller as of for the year ended December 31, 20011996 and for the nine months ended September 30, 2002 and 2003 1997, and the related audited statements of operationsincome, partners' capital retained earnings and cash flows of Seller for each of the fiscal years then ended (such financial statements, including as well as the notes theretothereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the "Audited Financial Statements") years ended December 31, 1995 and (ii) an unaudited balance sheet of Seller as of April 30, 2004 1994 and the related unaudited statements of operationsincome, partners' capital retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Statements." TBS has delivered to MCSC a true, correct, complete and accurate copy of its balance sheet and related statements of income, retained earnings, and cash flows of Seller for the four months month ended April 30October 31, 2004 1997 (such financial statements, including the notes thereto, the "Unaudited Interim Financial Statements"). The items Annual Financial Statements and Interim Financial Statements are collectively referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively herein as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, fairly the financial position condition, results of Seller operations, retained earnings and changes in cash flows of TBS at December 31, 2001, 2002 such dates and 2003, respectivelyfor such periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited such Financial Statements were prepared from the books and records of Seller and present fairly, in include all material respects, Seller's financial position at April 30, 2004adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and the results no adjustments or restatements are or will be necessary in respect of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisany items of an usual or non-recurring nature, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposesexcept as expressly specified herein. Except as described in Schedule 5.4(a) hereto or reflected in the on such Financial Statements (including the notes thereto), Seller there has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired been no change by Seller. Seller has no obligation to make any additional Investments TBS in any other Personmethod of accounting or keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. All properties used in TBS shall continue to provide to MCSC unaudited balance sheets, statements of income and cash flows within fifteen (15) calendar days after the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities end of the Business, are reflected in the Financial Statements in accordance with and each month prior to the extent required by GAAP. The date Closing or termination of April 30, 2004, is herein referred to as the "Financial Statement Datethis Agreement."

Financial Statements. The (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end consolidated balance sheets of Seller Company and its subsidiaries as of December 31, 20012006 and December 31, 2002 and 2003 2007 (the “Balance Sheet Date”) and the related audited consolidated statements of operationsincome, partners' capital changes in owner’s equity, and cash flows of Seller flow for each of the fiscal years then 12 months ended (such financial statementsDecember 31, including the notes thereto2005, the "Audited Financial Statements") December 31, 2006 and December 31, 2007, and (iib) an unaudited consolidated balance sheet of Seller Company and its subsidiaries as of April 30March 31, 2004 2008 (the “Interim Balance Sheet Date”), and the related unaudited consolidated statements of operationsincome, partners' capital changes in owner’s equity, and cash flows of Seller flow for the four months year then ended April 30(collectively, 2004 the “Financial Statements”) that have been provided to Parent or will be provided prior to Closing comply in all material respects with all accounting requirements applicable to Company and its subsidiaries, have been prepared in accordance with generally accepted accounting principles (such financial statements, including “GAAP”) consistently applied (except as may be indicated in the notes thereto), the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyfairly present, in all material respects, the consolidated financial position of Seller Company and its subsidiaries as at December 31, 2001, 2002 and 2003, respectively, the dates thereof and the results of its operations and cash flows for the years periods then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly(subject, in all material respectsthe case of unaudited statements, Seller's financial position at April 30to normal, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are recurring audit adjustments not material in scope or amount). Seller does There has been no change in Company’s accounting policies or the methods of making accounting estimates or changes in estimates that are material to the Financial Statements. Section 3.1.5 of the Company Disclosure Schedule lists, and Company has delivered to Parent copies of the documentation creating or governing, all securitization transactions and “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K promulgated by the SEC) effected by Company or its subsidiaries since the Balance Sheet Date. There are no material liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated or otherwise, whether due or to become due, that are not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including or the notes thereto), Seller has not . Except as disclosed in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities neither Company nor its subsidiaries is a guarantor or indemnitor of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date any indebtedness or other liability of April 30, 2004, is herein referred to as the "Financial Statement Dateany other Person."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The JBG Parties have delivered to Vornado (i) a copy of the audited consolidated balance sheets and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of March 31, 2016 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the three months ended March 31, 2016 and 2015 (the “JBG Operating Partners Financial Statements”); (ii) a copy of the audited balance sheet of the JBG/Xxxxxxxxx Retail Properties, LLC and the related statements of operations and comprehensive income, statements of changes in partners’ deficit and statements of cash flows as of and for the fiscal years ended December 31, 2015 and 2014 (the “JBG Retail Financial Statements”); and (iii) the audited combined statements of revenues and expenses from real estate operations of the JBG Included Properties listed on Section 4.6 of the JBG Disclosure Letter for the years ended December 31, 2015, 2014 and 2013 and the unaudited combined statements of revenues and expenses from real estate operations of the JBG Included Properties listed on Section 4.6 of the JBG Disclosure Letter for the three months ended March 31, 2016 (the “3-14 Financial Statements” and together with the JBG Operating Partners Financial Statements and the JBG Retail Financial Statements, collectively, the “JBG Financial Statements”). The JBG Financial Statements (x) have been prepared from the books and records of the JBG Parties and their Subsidiaries (as applicable), (y) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end balance sheets of Seller as of December 31adjustments), 2001, 2002 and 2003 and (z) with respect to the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited JBG Operating Partners Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyfairly present, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of operations of JBG Operating Partners and its operations and cash flows for Subsidiaries, with respect to the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited JBG Retail Financial Statements were prepared from the books and records of Seller and present fairlyStatements, fairly present, in all material respects, Seller's the financial position at April 30, 2004, and the results of its operations of JBG/Xxxxxxxxx Retail Properties, LLC and cash flows with respect to the 3-14 Financial Statements, fairly present, in all material respects, the revenues and expenses from the real estate operations presented therein as of the times and for the four months then ended periods referred to therein (subject, in conformity with GAAP applied on a consistent basisthe case of unaudited quarterly financial statements, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(aGP has delivered to Purchaser (x) hereto are (i) the special purpose audited year-end balance sheets Statements of Seller Certain Assets and Liabilities of the Business as of December 3130, 20012000 and December 29, 2001 and December 28, 2002 and 2003 and the related audited statements of operationsrevenues and direct expenses, partners' capital and direct cash flows of Seller and parent’s investment for each of the fiscal two (2) years then ended (December 28, 2002, together with the notes to such audited financial statements, including the notes thereto, the "Audited Financial Statements"attached hereto on Schedule 3.5(a) and (iiy) an the unaudited balance sheet Statement of Seller Certain Assets and Liabilities of the Business as of April 30January 3, 2004 2004, and the related unaudited statements statement of operations, partners' capital revenues and cash flows of Seller direct expenses and parent’s investment for the four months year ended April 30January 3, 2004 (such financial statements2004, including the notes thereto, the "Unaudited Financial Statements"attached hereto on Schedule 3.5(b). The items financial statements set forth on Schedule 3.5(a) and Schedule 3.5(b) are hereinafter collectively referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "“Special Purpose Historical Financial Statements." ”. The Audited Special Purpose Historical Financial Statements present fairlyfairly present, in all material respects, the financial position of Seller at the Business as of such dates and the combined revenues and direct expenses and changes in parent’s investment for the period or as of the date set forth therein, in each case in conformity with the accounting principles set forth on Schedule 3.5(c). When delivered, the unaudited statement of direct cash flows delivered by Sellers pursuant to Section 5.24(c) will have been derived from the unaudited Statement of Certain Assets and Liabilities as of January 3, 2004 and the related unaudited statement of revenues and direct expenses for the period then ended attached hereto as Schedule 3.5(b), and will have been prepared consistently with the Special Purpose Historical Statements for the year ended December 31, 200128, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied accounting principles set forth on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto3.5(c), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) DMI has delivered to OnHealth an unaudited balance sheet of Seller as of April September 30, 2004 1999, and the related unaudited statements statement of operations, partners' capital and cash flows of Seller income for the four nine months ended April September 30, 2004 1999 included in Schedule 2.2.6 hereto (such financial statements, including the notes thereto, balance sheet is referred to as the "Unaudited Financial StatementsDMI FINANCIAL STATEMENT"). The items referred to in subsections Such DMI Financial Statement: (i) are in accordance with the books and records of DMI, (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, DMI as of the date indicated and the results of its operations for each of the periods indicated, and cash flows for (iii) have been prepared in accordance with generally accepted accounting principles consistently applied except (a) the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004do not contain footnotes, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except (b) as described in Schedule 5.4(a) hereto the DMI Disclosure Schedule. There are no material off-balance sheet liabilities, claims or reflected obligations of any nature, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that are not shown or provided for either in the Financial Statements (including or the notes thereto), Seller has not DMI Disclosure Schedule. The liabilities of DMI were incurred in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value ordinary course of any assets, liabilities or goodwill of any DMI's business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used except as otherwise indicated in the Business during DMI Disclosure Schedule. The "DMI PRO FORMA CLOSING BALANCE SHEET" included in Schedule 2.2.6 sets forth, based on reasonable assumptions relating to the period covered operation of the business conducted by DMI, the projected Balance Sheet as of the estimated Closing Date. A "FINAL DMI PRO FORMA CLOSING BALANCE SHEET" will be prepared, and any updates or revisions of such statement will be prepared, on a basis consistent with the Financial Statements, including Statement (with the Purchased Assets and all liabilities of proviso that the Business, are reflected in the Financial Statements Pro Forma Closing Balance Sheets shall not be reviewed in accordance with applicable standards of the American Institute of Certified Public Accountants) and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateSchedule 2.2.6."

Financial Statements. Target has provided to Parent, or will provide to Parent within thirty (a30) Attached as Schedule 5.4(a) hereto are days of the date of this Agreement, true and complete copies of (i) the audited year-end consolidated balance sheets sheet of Seller Target and its Subsidiaries as of December 31, 20012004, 2002 and 2003 and the related audited statements of operations, partnersoperations and changes in stockholders' capital and cash flows of Seller equity for each of the fiscal years year then ended (such financial statementsended, including the notes thereto, the "Audited Financial Statements") and (ii) an the unaudited consolidated balance sheet of Seller as of April 30, 2004 Target and its Subsidiaries and the related unaudited statements of operations, partners' capital and cash flows of Seller operations for the four months period ended April 30December 31, 2004 2005 (such financial statements, including the notes theretocollectively, the "Unaudited “Financial Statements"”). The items referred to in subsections Financial Statements (i) and have been, or will be, prepared in accordance with generally accepted accounting principles (“GAAP”) on a basis consistent throughout the periods covered thereby; (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present present, or will present, fairly, in all material respects, the financial position condition of Seller at December 31, 2001, 2002 Target and 2003, respectively, its Subsidiaries as of the dates thereof and the results of its their operations and cash flows for the years periods then ended in conformity ended; and (iii) are, or will be, consistent with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller Target and present fairlyits Subsidiaries, which books and records are true, correct and complete in all material respects. For purposes of this Agreement, Seller's financial position at April 30the “Balance Sheet” means the consolidated balance sheet of Target and its Subsidiaries dated as of December 31, 20042005, and the “Balance Sheet Date” means December 31, 2005. All liabilities and obligations, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of such Financial Statements and are required, under GAAP, to be recorded or disclosed in the balance sheets included in the Financial Statements or disclosed in notes to the Financial Statements are, or will be, so recorded or disclosed. Since the Balance Sheet Date there has been no change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of Target or any of its operations Subsidiaries, which has had or is reasonably likely to have a Material Adverse Effect. To Target’s knowledge, the accounts receivable of Target and cash flows for its Subsidiaries included in the four months then ended Balance Sheet are reasonably expected to be collectible substantially in conformity with GAAP applied on full over a consistent basis, reasonable period subject to normal year-end adjustments, reserves for bad debt established therefor and which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes theretoby use of Target's or its Subsidiaries’ normal collection methods without resort to litigation or reference to a collection agency), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to Target’s knowledge, (i) there do not exist any defenses, counterclaims and set-offs which would materially adversely affect such receivables, and (ii) all such receivables are actual and bona fide receivables representing obligations for the extent required by GAAPtotal dollar amount thereof shown on the books of Target and its Subsidiaries. The Target and its Subsidiaries have performed all obligations in all material respects with respect thereto which they were obligated to perform to the date of April 30, 2004, is herein referred to as the "Financial Statement Datehereof."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end The Parent or the Buyer has been furnished with a copy of the consolidated unaudited balance sheets of Seller Stella Holdings and its consolidated subsidiaries as of December 31, 2001, 2002 1996 and 2003 1995 and the related audited statements of operationsincome for the years ended December 31, partners' capital 1996 and cash flows of Seller for each of the fiscal years then ended 1995 (such financial statements, including the notes theretocollectively, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to Financial Statements have been prepared in subsections accordance with generally accepted accounting principles (iGAAP) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller Stella Holdings and its consolidated subsidiaries at December 31, 2001, 2002 1996 and 2003, respectively, 1995 and the results of its operations and cash flows for the years then ended ended, except as noted in conformity with GAAP applied on a consistent basisthe footnotes thereto and except that they do not contain the footnotes that may be required by GAAP. The Unaudited Financial Statements were prepared from Parent or the books Buyer has also been furnished with the unaudited balance sheet of Stella Holdings and records its consolidated subsidiaries as of Seller July 26, 1997 (the Interim Balance Sheet) and the related statement of income. Such interim financial statements present fairly, in all material respects, Seller's the financial position of Stella Holdings and its consolidated subsidiaries as at April 30, 2004, such date and the results of operations of Stella Holdings and its operations and cash flows consolidated subsidiaries for the four seven (7) months then ended ended, in conformity each case in accordance with GAAP applied on a consistent basis, (subject to the Company s normal year-end adjustments), which are not material in amount. Seller does not utilize any percentage except (i) for the elimination of completion or similar method of accounting for revenueall Intercompany Accounts, income or cost recognition purposes. Except (ii) as described in Schedule 5.4(a) hereto or reflected noted in the Financial Statements footnotes thereto and (including iii) that they do not contain the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent footnotes that may be required by GAAP. The date of April 30(July 26, 2004, 1997 is sometimes herein referred to as the "Financial Statement Interim Balance Sheet Date.") Except as set forth on Schedule 4.5, each of the Purchased Accounts Receivable (as defined in the Accounts Receivable Purchase Agreement) and each accounts receivable on the books of Stella Holdings or any of the Stella Companies is due and payable in full within 120 days from its date of accrual.

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) Complete copies of the audited year-end financial statements consisting of the balance sheets sheet of the Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for 31 in each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") in 2012 and (ii) an unaudited balance sheet of Seller as of April 30, 2004 2013 and the related unaudited statements of operationsincome and retained earnings, partners' capital stockholders’ equity and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows flow for the years then ended (the “2012 and 2013 Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Business as at May 31, 2015 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the three-month period then ended (the “Interim Financial Statements” and together with the 2012 and 2013 Audited Financial Statements, the “Financial Statements”) have been delivered to the Buyer. The Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basisbasis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end 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 the 2012 and 2013 Audited Financial Statements). The Unaudited Financial Statements were prepared from are based on the books and records of the Seller, and fairly present the financial condition of the Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, as of the respective dates they were prepared and the results of its the operations and cash flows of the Seller for the four months then ended in conformity with GAAP applied on periods indicated. The balance sheet of the Parent as of December 31, 2014 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of May 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” The Seller maintains a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method standard system of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets established and all liabilities of the Business, are reflected in the Financial Statements administered in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. As soon as available, and in any event not less than five (a5) Attached as Schedule 5.4(a) hereto are (i) audited year-end Business Days prior to the Closing, Transferor shall deliver, or cause to be delivered, to Parent an unaudited consolidated balance sheets sheet of Seller the Transferred Business as of December 31September 30, 20012017 and the related unaudited consolidated statements of operations, 2002 and 2003 for the nine months ended September 30, 2017 (the “Transferred Business Nine-Month Unaudited Financial Statements”). Not more than thirty days after the Closing, Transferor shall deliver, or cause to be delivered, to Parent an audited consolidated balance sheet of the Transferred Business as of September 30, 2017 and the related audited consolidated statements of operations, partners' capital and comprehensive income, cash flows of Seller and changes in parent company equity for each of the fiscal years then nine months ended (such financial statementsSeptember 30, 2017, including the notes thereto, in each case, audited by Deloitte & Touche LLP (the "“Transferred Business Nine-Month Audited Financial Statements") and (ii) ”). As soon as practicable after Closing, but no later than January 31, 2018, Transferor shall deliver, or cause to be delivered, to Parent an unaudited consolidated balance sheet of Seller the Transferred Business as of April 30December 31, 2004 2017 and the related unaudited consolidated statements of operations for the year ended December 31, 2017 (the “Transferred Business Year-End Unaudited Financial Statements” and together with the Transferred Business Nine-Month Unaudited Financial Statements, the “Transferred Business Unaudited Financial Statements”). As soon as practicable after Closing, but no later than March 31, 2018, Transferor shall deliver, or cause to be delivered, to Parent an audited consolidated balance sheet of the Transferred Business as of December 31, 2017 and the related audited consolidated statements of operations, partners' capital and comprehensive income, cash flows of Seller and changes in parent company equity for the four months year ended April 30December 31, 2004 (such financial statements2017, including the notes thereto, in each case, audited by Deloitte & Touche LLP (the "Unaudited “Transferred Business Year-End Audited Financial Statements"” and, together with the Transferred Business Nine-Month Audited Financial Statements, the “Transferred Business Audited Financial Statements”). The items referred to Transferred Business Unaudited Financial Statements will have been prepared from the books and records of the Transferred Business, Transferor and the Purchased Entity in subsections accordance with GAAP, consistently applied, except for (i) the exceptions described in Section 5.13 of the Transferor Disclosure Schedules and (ii) are sometimes hereinafter referred to collectively the absence of footnotes and taking into account that the Transferred Business is part of Transferor’s ongoing business (and, therefore, include estimated allocations of corporate expenses, debt and income taxes, as the "Financial Statements." The Audited Financial Statements applicable), and present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, the Transferred Business as of the dates thereof and the results of its operations and cash flows or other information included therein for the years periods or as of the dates then ended ended, in conformity each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby. The Transferred Business Audited Financial Statements shall (i) contain an unqualified report from Deloitte & Touche LLP; (ii) comply as to form in all material respects with the applicable accounting requirements and published rules and regulations of the SEC with respect to Item 9.01(a)(2) of Form 8-K; (iii) be prepared from, and be in accordance with and accurately reflect the books and records of the Transferred Business; (iv) be prepared in accordance with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from basis during the books and records of Seller and present fairly, periods involved (except as may be indicated in the notes thereto) in all material respects, Seller's respects and (v) fairly present in all material respects the financial position at April 30, 2004, of the Transferred Business as of the dates thereof and the results of its operations and changes in cash flows flows, as the case may be, of the Transferred Business for the four months then ended periods to which those statements relate, in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements each case in accordance with GAAP consistently applied during the periods involved (except in each case as may be noted therein). From and after the Closing, Parent and Issuer will make or cause to be made available to Transferor and its Representatives all information and assistance as is reasonably necessary for the extent required by GAAP. The date preparation of April 30, 2004, is herein referred to as the "Transferred Business Audited Financial Statement DateStatements."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Complete copies of the (i) Company’s 2017 audited year-end financial statements consisting of the balance sheet of the Company as at December 31 and the related statements of income and retained earnings, members’ equity and cash flow for the years then ended, (the “Audited Financial Statements”), (ii) 2015 and 2016 unaudited financial statements of the Company, and the 2015, 2016 and 2017 unaudited financial statements of the California Company and CCLV, consisting of the balance sheets of Seller the Company, the California Company and CCLV as at December 31 of December 31, 2001, 2002 and 2003 the applicable year and the related audited statements of operations, partners' capital income and cash flows of Seller retained earnings and members’ equity for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited “Unaudited Financial Statements"”) and (iiiii) an unaudited interim financial statements consisting of the balance sheet of Seller the Company, the California Company and CCLV as of April 30August 31, 2004 2018 and the related unaudited statements of operations, partners' capital income and cash flows of Seller retained earnings and members’ equity for the four months eight-month period then ended April 30, 2004 (such financial statements, including the notes thereto, “Interim Financial Statements” and together with the "Audited Financial Statements and the Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as , the "“Financial Statements." ”) have been delivered to Buyer. The Audited Financial Statements present fairlyhave been prepared in accordance with IFRS and the Unaudited Financial Statements have been prepared in accordance with GAAP; for both, applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and, in the case of the Interim Financial Statements and the Unaudited Financial Statements, the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Financial Statements are based on the books and records of the Company Parties or CCLV, as applicable, and, in all material respects, fairly present the financial position condition of Seller at December 31the Company Parties or CCLV, 2001as applicable, 2002 and 2003, respectively, as of the respective dates they were prepared and the results of its the operations and cash flows of the Company Parties or CCLV, as applicable for the years then ended in conformity with GAAP applied on a consistent basisperiods indicated. The Unaudited Financial Statements were prepared from Neither CCLV nor the books and records of Seller and present fairly, in all material respects, Seller's California Company have audited financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Datestatements."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Reference is made to Seller's (i) audited year-end balance sheets of Seller as of financial statements for the years ending December 31, 2001, 2002 1998 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended 1997 (such financial statements, including the notes thereto, the "Audited Financial Annual Statements") , (ii) interim statement for the period of January 1 through July 31, 1999 (the "Interim Statement") and (iiiii) an unaudited balance sheet of the monthly interim financial statements to be delivered by Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 to Buyer pursuant to SECTION 7.3 hereof (such financial statements, including the notes thereto, the "Unaudited Financial SECTION 7.3 Statements"). The items referred to in subsections (i) Annual Statements, Interim Statement and (ii) the SECTION 7.3 Statements are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Annual Statement and Interim Statement are attached hereto as EXHIBIT 9, and the SECTION 7.3 Statements shall be attached to the updated Disclosure Statement as an exhibit. Seller shall cause the Financial Statements present fairlyto be formatted to report on the Business separately from all other activities of Seller, such format to be made by including three columns. The first column will report Seller's amounts on the Financial Statements; the second column will report adjustments of amounts which are not related to the Business, and the third column will report amounts applicable solely to the Business net of such adjustments. Except as described on the Disclosure Schedule, the Financial Statements have been prepared in conformance with [modified accrual basis] applied on a consistent basis throughout the entire periods covered thereby; are true, correct and complete in all material respects, the financial position of Seller at December 31, 2001, 2002 ; and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity are consistent with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller (which books and present fairlyrecords are true, correct and complete in all material respects). The Financial Statements fully and accurately reflect the assets, Seller's financial position at April 30liabilities, 2004cash flow, and the results of its operations and cash flows for financial condition of the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage Business as of completion or similar method the date of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected the respective statements; the Business has been run only in the Financial Statements (including the notes thereto)normal and ordinary course since such date; and since January 1, Seller 1999, there has not been no change in the past 5 fiscal years written off accounting methods or practices followed by Seller or any research and development costs, incurred any reorganization, restructuring change in the amortization policies or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired rates theretofore adopted by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company (i) shall have delivered to Parent audited year-end balance sheets of Seller financial statements as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended year ending July 2, 2005, (ii) shall have delivered to Parent the unqualified audit opinion from PricewaterhouseCoopers LLP (“PWC”) with respect to such financial statements, including (iii) shall have filed such financial statements with the notes theretoSEC as part of the Company’s Annual Report on Form 10-K for such fiscal year end, the "Audited Financial Statements") and (iiiv) an unaudited balance sheet shall not have reported, and PWC shall not have reported, any findings of Seller Material Weakness which have not been remediated prior to the date of completion of the items set forth in clauses (i)-(iii); provided however, that in the event PWC or the Company shall have reported any such findings of Material Weakness, if the Company (x) has delivered to Parent any notification of any findings of any Material Weakness or Significant Deficiency by either PWC or the Company, together with copies of all related reports and letters delivered in connection therewith promptly after preparation or receipt by the Company and (y) either (1) has remediated all such Material Weaknesses prior to the date upon which all other conditions to Closing under Article 7 of this Agreement have been satisfied or waived by the parties, other than those conditions that by their terms are to be satisfied as of April 30the Closing (the “Condition Date”), 2004 or (2) has used Commercially Reasonable Efforts to remediate all such Material Weaknesses prior to the Condition Date, and has presented to Parent a plan which provides for remediation of such Material Weaknesses within a reasonable time period, which plan and period is approved by Parent following consultation with PWC, such approval not to be unreasonably withheld or delayed by Parent, then the condition set forth in subsection (iv) of this Section 7.2(e) shall be deemed to have been satisfied. Upon written request by the Company, Parent shall at Parent’s expense engage an independent accounting firm of recognized standing to make an independent determination as to whether such approval of Parent should be given or withheld by Parent pursuant to the foregoing standard that such approval shall not be unreasonably withheld or delayed, which determination shall be dispositive and binding on Parent and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial StatementsCompany." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Sellers have delivered to Buyer true and correct copies of (i) the audited year-end consolidated balance sheets of Seller Sellers as of December 3125, 20012012, 2002 December 27, 2011 and 2003 December 28, 2010 and the related audited consolidated statements of operationsincome and of cash flows of Sellers for the years then ended, partners' capital and (ii) the unaudited consolidated balance sheet of the Sellers as of November 26, 2013, and the related consolidated statement of income and cash flows of Seller Sellers for each of the fiscal years forty-eight (48) weeks then ended (such financial audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the "Audited “Financial Statements") ”). Each of the Financial Statements has been prepared in accordance with GAAP consistently applied without modification of the accounting principles used in the preparation thereof throughout the periods presented and (ii) an unaudited balance sheet presents fairly in all material respects the consolidated financial position, results of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital operations and cash flows of Seller Sellers as of the dates and for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisperiods indicated therein, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage adjustments and the absence of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected complete notes in the Financial Statements case of the unaudited statements. Other than with respect to Excluded Liabilities as to which the Sellers do not provide any representations and warranties, no Seller has any material Liabilities that would be required by GAAP to be reflected on a consolidated balance sheet (including or the notes thereto)) of the Company and its Subsidiaries, Seller has not except for liabilities and obligations (a) reflected or reserved against in the past 5 fiscal years written off any research and development costsCompany’s consolidated balance sheet as of November 26, incurred any reorganization, restructuring 2013 (or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments notes thereto) included in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected (b) incurred in the Financial Statements Ordinary Course of Business since November 26, 2013, (c) which have been discharged or paid in accordance with and full prior to the extent required by GAAP. The date of April 30this Agreement, 2004or (d) incurred pursuant to the transactions contemplated by this Agreement. Since December 25, is herein referred 2012, to as the "Financial Statement DateKnowledge of Sellers, no Seller has received any complaint, allegation, assertion or Claim regarding the accounting or auditing practices, procedures, methodologies or methods of Sellers or their respective internal accounting controls."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of December 31At September 30, 20012005, 2002 and 2003 the Partnership would have had, on the consolidated pro forma basis indicated in the Disclosure Package and the related audited Prospectus (and any amendment or supplement thereto), a capitalization as set forth therein. The historical financial statements and schedules included in the Disclosure Package, the Prospectus and the Registration Statement present fairly in all material respects the financial condition, results of operations, partners' capital operations and cash flows of Seller for each the entities purported to be shown thereby as of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") dates and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30periods indicated, 2004 (such financial statements, including comply as to form with the notes thereto, applicable accounting requirements of the "Unaudited Financial Statements"). The items referred to in subsections (i) Act and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended have been prepared in conformity with GAAP generally accepted accounting principles applied on a consistent basisbasis throughout the periods involved (except as otherwise noted therein). The Unaudited summary and selected financial data set forth under the captions “Summary Historical Consolidated and Pro Forma Financial Statements were prepared from Data” and “Selected Consolidated Financial Data” in the books Disclosure Package, the Prospectus and records of Seller the Registration Statement fairly present, on the basis stated in the Disclosure Package, the Prospectus and present fairlythe Registration Statement, the information included therein and is accurately presented in all material respectsrespects and prepared on a basis consistent with the audited and unaudited historical consolidated financial statements from which they have been derived. The “capsule” financial information of the Partnership for the year ended December 31, Seller's 2005 set forth under the caption “Summary—Recent Developments—2005 Financial Results (Unaudited)” and the other financial position at April 30information of the General Partner, 2004the Partnership, MMP GP, and MMP, including non-GAAP financial measures, contained in the Registration Statement, the Disclosure Package and the Prospectus (and any amendment or supplement thereto) has been derived from the accounting records of the General Partner, the Partnership, MMP GP, MMP and its subsidiaries, and fairly presents the information purported to be shown thereby. The pro forma financial statements and the related notes thereto contained in the Disclosure Package, the Prospectus and the Registration Statement include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the results pro forma adjustments reflect the proper application of its operations and cash flows for those adjustments to the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected historical financial statement amounts in the Financial Statements (including the notes thereto), Seller has not pro forma information included in the past 5 fiscal years written off any research Disclosure Package, the Prospectus and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by SellerRegistration Statement. Seller has no obligation to make any additional Investments in any other Person. All properties used The pro forma financial statements included in the Business during Disclosure Package, the period covered by Prospectus and the Financial Statements, including Registration Statement comply as to form in all material respects with the Purchased Assets applicable accounting requirements of Regulation S-X under the Act and all liabilities of the Business, are reflected pro forma adjustments have been properly applied to the historical amounts in the Financial Statements in accordance with and to the extent required by GAAP. The date compilation of April 30, 2004, is herein referred to as the "Financial Statement Datethat information."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Seller has furnished the Purchaser with (i) true and complete copies of the audited year-end balance sheets consolidated financial statements of Seller as of the Company and the Company Subsidiaries (including the related notes) for the fiscal years ending December 31, 2001, 2002 1996 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended 1997 (such financial statements, including the notes thereto, the "Audited Financial Statements") ), and (ii) an the unaudited consolidated balance sheet of Seller as of April 30, 2004 and the related unaudited statements consolidated income statement of operations, partners' capital the Company and cash flows of Seller the Company Subsidiaries for the four nine months ended April September 30, 2004 1998 (such financial statementsthe "Unaudited Financial Statements" and, including together with the notes theretoAudited Financial Statements, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements fairly present fairly, in all material respects, respects the financial position of Seller at December 31position, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows of the Company and the Company Subsidiaries as of the dates and for the years then ended periods specified therein, all in conformity with GAAP applied on a consistent basisGAAP. The Unaudited Financial Statements were prepared from and the books October Financial Statements fairly present, and records of Seller the November Financial Statements and present fairlythe December Financial Statements shall fairly present, in all material respects, Seller's financial position at April 30, 2004, and respects the consolidated combined results of its operations and cash flows of the Company and the Company Subsidiaries for the four months then ended periods specified therein, all in conformity with GAAP applied on a consistent basis, (subject to normal year-end adjustmentsaudit adjustments that will not have or reflect a Company Material Adverse Effect) and except as otherwise noted therein. The books and records of the Company and each Company Subsidiary are complete and correct in all material respects, which are not material have been maintained in amount. Seller does not utilize any percentage accordance with good business practices and GAAP, and accurately reflect the basis for the financial condition and results of completion or similar method of accounting for revenue, income or cost recognition purposes. Except operations as described in Schedule 5.4(a) hereto or reflected set forth in the Financial Statements (including Statements. Throughout the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period periods covered by the Financial Statements, including there has been no change in the Purchased Assets and all liabilities accounting principles followed by the Company or any of the BusinessCompany Subsidiaries or the methods of applying such principles. Except as expressly provided in this Section 4.5, are reflected no representation is made by Seller as to any financial information of the Company or the Company Subsidiaries provided to Purchaser, including any financial information set forth in the Financial Statements in accordance with Confidential Memorandum dated July 1998 regarding the Company and the Company Subsidiaries provided to Purchaser by Xxxxx Xxxxxxx, Inc. Without limiting the generality of the foregoing, no representation is made as to the extent required by GAAP. The date accuracy, fairness or reasonableness of April 30, 2004, is herein referred any projections regarding the Company or any Company Subsidiary provided to Purchaser or the assumptions used in preparing the same or as to the "Financial Statement Datelikelihood that such projections will be achieved."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company and the Shareholders have delivered to the Buyer (i) audited the Company's consolidated year-end balance sheets of Seller as of December at March 31, 20011995 and each of the two preceding fiscal year-ends, 2002 and 2003 and the (ii) its related audited consolidated statements of operations, partners' capital income and retained earnings and cash flows of Seller for each of the fiscal years then ended ended, and (such financial statementsiii) all related notes and schedules, including each of which have been audited by Deloitte & Touche LLP. All Liabilities of the notes theretoCompany and each Subsidiary at March 31, 1995 required to be reflected or reserved for by GAAP are fully reflected or reserved for in the Company's consolidated balance sheet at March 31, 1995 (the "Audited Financial StatementsLatest Year-End Balance Sheet") ). March 31, 1995 is referred to as the "Latest Year-End Balance Sheet Date" in other parts of this Agreement. The Company and (ii) an the Shareholders have also delivered to the Buyer a copy of the unaudited consolidated balance sheet of Seller as of April the Company and the Subsidiaries at June 30, 2004 1995 and the related unaudited consolidated statements of operations, partners' capital income and retained earnings and cash flows of Seller for the four months ended April period from the Latest Year-End Balance Sheet Date to June 30, 2004 1995 (such financial statements, including the notes thereto, the "Unaudited Interim Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April June 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, 1995 is herein referred to as the "Interim Balance Sheet Date" in other parts of this Agreement. All Liabilities of the Company and each Subsidiary as of the Interim Balance Sheet Date required to be reflected or reserved for by GAAP (other than accruals which under the Company's past practices are made at year-end) are fully reflected or reserved for in the Company's consolidated balance sheet at the Interim Balance Sheet Date (the "Interim Balance Sheet"). All of the financial statements referred to in this Section 5.3(a) were prepared in accordance with GAAP (except the Interim Financial Statement DateStatements do not necessarily include accruals which under the Company's past practices are made at year-end) and fairly present the financial position and results of operations and cash flows of the Company and its Subsidiaries at the dates and for the periods covered and include all adjustments that are necessary for a fair presentation of the information shown."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are SiTech shall prepare and deliver to Mentor (i) audited year-end annually, the balance sheets of Seller as of December 31, 2001, 2002 sheet and 2003 and the related audited statements of operations, partners' capital income and cash flows of Seller SiTech at and for each fiscal year beginning with the year in which the Effective Date occurs and ending with the year immediately prior to the year in which the Option Notice is delivered (the "Financial Statements"); (ii) quarterly, the unaudited balance sheet and related statements of income and cash flows of SiTech for each quarter of each fiscal year beginning with the year in which the Effective Date occurs and ending with the quarterly period next preceding the date of the Option Notice (the "Interim Financial Statements"); and (iii) at Mentor's written request, audited Financial Statements for any fiscal year beginning with the year in which the Effective Date occurs and for the period beginning with the beginning of the fiscal years then ended year in which the Option Notice is given and ending on the date of the Option Notice (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet ). As of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes theretoClosing, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the internal books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, SiTech from which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Interim Financial Statements and the Audited Financial Statements are prepared will not contain any information which is false or misleading. All Financial Statements, Interim Financial Statements and Audited Financial Statements (i) will be prepared in accordance with such books and to records; (ii) will be prepared in accordance with SiTech's accounting policies and principles, and will be in accordance with generally accepted accounting principles consistently applied ("GAAP"); and (iii) will present fairly SiTech's financial position and results of operations at the extent required by GAAP. The date of April 30, 2004, is herein referred to as dates and for the "Financial Statement Dateperiods reflected therein."

Financial Statements. (a) Attached as Schedule 5.4(aSection 3.6(a) hereto of the Vornado Disclosure Letter are copies of the following: balance sheets, statements of income, statements of changes in equity and statements of cash flows with respect to the Vornado Included Assets on an aggregate basis, each unaudited and with any footnotes in draft format only, as of and for the fiscal years ended December 31, 2015, 2014 and 2013 and the unaudited consolidated balance sheet as of June 30, 2016 and the related consolidated statements of operations and comprehensive income, consolidated statements of changes in partners’ deficit and consolidated statements of cash flows as of and for the six months ended June 30, 2016 and 2015, each unaudited and with any footnotes in draft format only (icollectively, the “Newco Financial Statements”). The Newco Financial Statements were derived from the books and records of the Vornado Parties and their Subsidiaries and were prepared in accordance with GAAP (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, when the Newco Financial Statements (including footnotes) are audited and filed in connection with the Form 10 (in such form, the “Newco Audited Financial Statements”), they will reflect certain adjustments necessary to be presented on a stand-alone basis in accordance with GAAP and SEC requirements), subject in the case of unaudited combined financial statements, to normal year-end balance sheets adjustments, as at the dates and for the periods presented, and present fairly in all material respects the financial position, results of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital operations and cash flows of Seller for each of the fiscal years then ended (such financial statements, including Vornado Included Assets as at the notes thereto, the "Audited Financial Statements") dates and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements")periods presented. The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Newco Financial Statements present fairly, in all material respects, the combined financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the combined results of its operations of the Vornado Included Entities (taken as a whole and cash flows for assuming none of them had been designated as Kickout Interests), as of the years respective dates thereof or the periods then ended ended, in conformity with GAAP applied each case except as may be noted therein (it being understood, however, that the Vornado Included Entities have not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Newco Audited Financial Statements will reflect certain adjustments necessary to be presented on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal yearstand-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements alone basis in accordance with GAAP and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateSEC requirements)."

Financial Statements. Ventures has delivered to Purchaser (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end the consolidated balance sheets of Seller Ventures as of December 31, 20011997, 2002 1996 and 2003 1995 and the related audited consolidated statements of operationsincome, partnersstockholders' capital equity and cash flows for the years then ended, accompanied in each case by the opinion thereon of Seller 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 each of the fiscal years eight months then ended (such financial statements, including the notes thereto, hereinafter being referred to as the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, are attached hereto as Schedule 2.8. All of the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were have been prepared from the books and records of Seller Ventures and have been prepared in accordance with GAAP and present fairly, fairly in all material respects, Seller's respects the consolidated financial position at April 30, 2004, of Ventures as of the dates thereof and the consolidated results of its operations and cash flows for the four months periods then ended in conformity with GAAP applied ended, except that the unaudited financial statements were prepared on a consistent an interim basis, are subject to normal year-end adjustmentsadjustments and do not contain all the footnote disclosures required by GAAP consistently applied. None of the Wired Companies has any debts, which are not material obligations, guaranties of the obligations of others or liabilities of the type required to be disclosed in amount. Seller does not utilize any percentage of completion a balance sheet prepared in accordance with GAAP or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto, except for (a) debts, obligations, guaranties and liabilities reflected or reserved 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 materials identified in the Schedules hereto (excluding 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), Seller has not (c) debts, obligations, guaranties and liabilities incurred or entered into in the past 5 fiscal years written off any research ordinary course of business after the Balance Sheet Date, and development costs(d) debts, incurred any reorganization, restructuring obligations and liabilities directly or similar costs or changed indirectly relating to this Agreement and the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments other agreements and instruments being executed and delivered in any other Person. All properties used in connection herewith and the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein transactions referred to as the "Financial Statement Dateherein and therein (including obligations to pay legal, accounting and investment banker fees and other amounts in connection therewith)."

Financial Statements. The Seller and Sole Member delivered to the Purchaser the following financial statements (collectively, the “Financial Statements”): (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end the unaudited balance sheets of the Seller as of December 31, 20012014 and 2015 by month and as of March 31, 2002 and 2003 and 2016, the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller income for the four months ended April 30, 2004 (such financial statements, including year 2014 by quarter and 2015 by quarter and for 2016 through the notes thereto, the "Unaudited Financial Statements")Closing Date. The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, are accurate and complete in all material respects, have been prepared in accordance with generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except that the interim financial statements referred to in clause “(a)”of this Section 2.2 do not have notes) and present fairly in all material respects the financial position of the Seller at December 31, 2001, 2002 and 2003, respectively, as of the respective dates thereof and the results of its operations and cash flows of the Seller for the periods covered thereby. Seller shall deliver to Purchaser completed Financial Statements for the years then ended in conformity 2014, 2015 and through the Closing Date by May 31, 2016. Seller shall be responsible for paying any necessary fees to Seller’s accounting firm for the preparation of such Financial Statements. Purchaser will have the option, at its sole expense, to audit or review such statements internally or retain a public accounting firm to audit or review such statements for the purpose of complying with GAAP applied SEC requirements and Seller will provide full cooperation and access to work papers and support materials as requested for such audit or review. Depending on the Seller’s Financial Statements, Purchaser may be required to file audited financial statements with the SEC within 74 days of closing. Seller shall also provide Purchaser with the following on or before Closing: contracts with all Closing Date Client and suppliers, copies of invoices for each Closing Date Client for the last 6 months, along with copies of all reports sent to clients on a consistent regular basis. The Unaudited Financial Statements were prepared from the books , any special invoicing instructions, vendor invoices and contracts, leases, personnel records of Seller and present fairly, in for all material respects, Seller's financial position at April 30, 2004employees being hired, and the results of its operations all documentation for software and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties systems used in the Business during business. Subject to the period covered by the Financial Statements, including the Purchased Assets and all liabilities mutual consent of the BusinessParties, are reflected in some of the Financial Statements in accordance with and to the extent required by GAAPaforementioned documents maybe provided at a later date. The date of April 30Asset Purchase Agreement, 2004, is herein referred to as the "Financial Statement Date."MTBC & RMB 5

Financial Statements. Attached hereto as SCHEDULE 2.6 is (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end NaviCyte's unaudited balance sheets of Seller sheet as of December 31June 30, 2001, 2002 and 2003 1998 and the related audited statements of operations, partnerschanges in stockholders' capital equity and cash flows of Seller for each of the fiscal years then nine (9) month period ended (such financial statementsJune 30, including the notes thereto, the "Audited Financial Statements") 1998 and (iib) an NaviCyte's unaudited balance sheet of Seller as of April September 30, 2004 1998 and the related unaudited statements of operations, partnerschanges in stockholders' capital equity and cash flows of Seller for the four months ended April twelve (12) month period then ended. The unaudited balance sheet at June 30, 2004 (1998 is hereinafter referred to as the "NAVICYTE BALANCE SHEET," and all such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) statements are sometimes hereinafter referred to collectively as the "Financial StatementsNAVICYTE FINANCIAL STATEMENTS." The Audited NaviCyte Financial Statements have been prepared on a consistent basis during the periods involved, are in accordance with NaviCyte's books and records, and fairly present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, NaviCyte and the results of its operations as of the dates and cash flows for the years then ended periods indicated thereon. At the date of the NaviCyte Balance Sheet (the "NAVICYTE BALANCE SHEET DATE") and as of the Closing Date, NaviCyte had and has no liabilities or obligations, secured or unsecured (whether accrued, abso- lute, contingent or otherwise - collectively, "LIABILITIES") not reflected on the NaviCyte Balance Sheet except for Liabilities (x) as may have arisen in conformity with GAAP applied 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 a consistent basis. The Unaudited Financial Statements were prepared from the books NaviCyte Balance Sheet and records (y) incurred in the ordinary course of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and business since the results date of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, NaviCyte Balance Sheet which are not material usual and normal in amount. Seller does , but in any event not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected greater than $50,000.00 in the Financial Statements aggregate (including the notes theretoinclusive of clauses (x) and (y), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date)."

Financial Statements. (a) Attached as Schedule 5.4(aMPC has delivered or made available (for purposes of this section, filings that are publicly available prior to the date hereof on the XXXXX system of the Commission under the name of MPC are deemed to have been made available) hereto are to DPW: (i) audited year-end a true and complete copy of MPC’s unaudited consolidated balance sheets of Seller sheet as of December 31, 20012016 and the related unaudited consolidated statements of operations, 2002 changes in MPC’s stockholder’s deficit and 2003 cash flows for the six month periods then ended and (ii) a true and complete copy of MPC’s audited balance sheet(the “MPC Balance Sheet”) as of June 30, 2016 (the “Balance Sheet Date”) and June 30, 2015 and the related audited statements of operations, partners' capital changes in MPC Stockholder’s deficit and cash flows of Seller for each of the fiscal years then ended June 30, 2016, and June 30, 2015 prepared in accordance with GAAP, together with the report of Xxxxxxxxx Xxxx Xxxxx Xxxxxx & Company, MPC’s independent registered public accounting firm (the “MPC Firm”), which has served as MPC’s auditors since the audit of its 2015 financial statements (such financial statements, including the related notes and schedules thereto, are referred to herein as the "Audited “MPC Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"”). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited MPC Financial Statements present fairlyhave been prepared from, are in accordance with, and accurately reflect, the books and records of MPC, comply in all material respects, respects with applicable accounting requirements in the case of the MPC Financial Statements; fairly present in all material respects the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows (and changes in financial position, if any) of MPC as of the times and for the years then ended periods referred to therein (subject, in conformity 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 MPC Financial Statements have been prepared in accordance with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from basis during the books and records of Seller and present fairly, periods involved (except as set forth in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the The MPC Financial Statements are in accordance form appropriate for filing with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateCommission."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company has delivered to Buyer (i) complete copies of the Company's audited year-end consolidated balance sheets of Seller as of December 31, 20012003 and 2004, 2002 and 2003 and the related audited statements of operations, partnersstockholders' capital equity and cash flows of Seller for each of the fiscal years then ended (December 31, 2003 and 2004, together with the notes to such financial statements, including the notes thereto, statements (the "Audited Financial Statements") and (ii) an unaudited complete copies of the Company's reviewed consolidated balance sheet of Seller sheets as of April September 30, 2005, the related statements of operation for the nine months ended September 30, 2004 and 2005 and the related unaudited statements of operations, partnersstockholders' capital equity and cash flows of Seller for the four nine months ended April September 30, 2004 (2005, together with the notes to such financial statements, including the notes thereto, statements (the "Unaudited Financial Statements"). Pursuant to Section 6.12 hereof, the Company has agreed to deliver to Buyer prior to the Closing Date the 2005 Financial Statements (as defined below) and the Management Accounts. The items Audited Financial Statements, the 2005 Financial Statements, the Unaudited Financial Statements, the Management Accounts and the Closing Statement of Net Working Capital are collectively referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively herein as the "Financial Statements." ". The Audited Financial Statements present fairlyStatements, if available, (i) are true, correct and complete in all material respects and have been prepared in accordance with the books and records of the Company and its Subsidiaries, (ii) have been prepared in accordance with U.S. GAAP on a consistent basis throughout the periods indicated therein, provided that the Management Accounts will be prepared on a basis consistent with the Company's past practices and the Closing Statement of Net Working Capital will be prepared based on the Closing Date Balance Sheet, and (iii) except in the case of the Closing Statement of Net Working Capital which fairly presents, in all material respects, the working capital condition of the Company for the periods to which it relates, fairly present, in all material respects, the financial position of Seller at December 31, 2001, 2002 condition and 2003, respectively, and the results of its operations and and, except in the case of the Management Accounts, cash flows of the business of the Company and its Subsidiaries, as of and for the years then ended periods to which they relate, subject, in conformity with GAAP applied on a consistent basis. The the case of the Unaudited Financial Statements were prepared from the books and records of Seller and present fairlyStatements, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, audit adjustments (which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenuenot, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including aggregate, material to the notes thereto)Group Companies, Seller has not in taken as a whole) and the past 5 fiscal years written off any research and development costsabsence of footnote disclosure. For the purposes hereof, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities consolidated balance sheet of the Business, are reflected in the Financial Statements in accordance with Company and to the extent required by GAAP. The date its Subsidiaries as of April September 30, 20042005, is herein referred to as the "Financial Statement Balance Sheet" and September 30, 2005, is referred to as the "Balance Sheet Date". The books of account and financial records of each Material Group Company and, to the Knowledge of the Seller Parties, each Recently Acquired Group Company are true and correct in all material respects. Except as set forth in Section 3.5(a) of the Disclosure Schedule, none of the Material Group Companies and, to the Knowledge of the Seller Parties, none of the Recently Acquired Group Companies has made any changes in its accounting methods or principles since the Balance Sheet Date."

Financial Statements. “Predecessor Financial Statements” shall mean the audited consolidated financial statements of Noranda Inc. (aincluding any related notes thereto) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of for the fiscal years ended December 31, 2001, 2002 and 2003 and December 31, 2004, and the related audited unaudited consolidated financial statements of operations, partners' capital and cash flows of Seller Noranda Inc. for each of the quarters ended March 31, 2005 and June 30, 2005. “Company Financial Statements” shall mean: (i) the audited consolidated financial statements of the Company (including any related notes thereto) for the fiscal years then ended (such financial statementsDecember 31, including the notes thereto2004 and December 31, the "Audited Financial Statements") 2003; and (ii) an the unaudited balance sheet consolidated financial statements of Seller as the Company for each of April the quarters ended March 31, 2005 and June 30, 2004 2005. The Predecessor Financial Statements and the related unaudited statements of operations, partners' capital Company Financial Statements have been prepared in accordance with Canadian GAAP and cash flows of Seller for the four months ended April 30, 2004 all applicable Laws and have been reconciled to U.S. generally accepted accounting principles (such financial statements, including the notes thereto, the "Unaudited “U.S. GAAP”) in accordance with all applicable SEC requirements. Such Predecessor Financial Statements"). The items referred to in subsections (i) Statements and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Company Financial Statements present fairly, in all material respects, the consolidated financial position and results of Seller operations of Noranda Inc. and the Company as of the respective dates thereof and for the respective periods covered thereby applied on a basis consistent with the immediately prior period and throughout the periods indicated (except as may be indicated expressly in the notes thereto) and, in the case of unaudited statements, subject to normal, recurring year-end adjustments that are not material. Such Predecessor Financial Statements and Company Financial Statements reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Noranda Inc., the Company and its Subsidiaries on a consolidated basis. The unaudited pro forma consolidated financial statements of Noranda Inc. as at March 31, 2005, for the twelve month period ended December 31, 2001, 2002 2004 and 2003, respectively, and the results of its operations and cash flows for the years then three month period ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from March 31, 2005 appearing as Schedule I to the books and records Joint Management Information Circular of Seller and present fairlythe Company dated June 2, in all material respects2005, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements were prepared in accordance with Canadian GAAP and to the extent required by GAAPwere prepared and presented in accordance with all applicable Securities Laws. The date assumptions contained therein were suitably supported and consistent with the financial results and financial statements of April 30the Company and its predecessors, 2004such statements provide a reasonable basis for the compilation of such pro forma financial statements, is herein referred to as the "Financial Statement Dateand such pro forma financial statements accurately reflect such assumptions."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Seller has furnished with the Securities Exchange Commission (ithe “SEC”) audited year-end balance sheets of Seller as of consolidated financial statements for the fiscal years ended December 31, 20012012 (the “2012 Financial Statements”) and December 31, 2002 2011 and 2003 and has furnished with the related audited SEC unaudited consolidated financial statements of operationsfor the six months ended June 30, partners' capital and cash flows of Seller for 2013 (the “June 30 Financial Statements”), each of which include segment reporting for the fiscal years then ended Devices & Services business segment (such financial statements, including together with the notes thereto2012 Financial Statements, the "Audited “SEC Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"”). The items referred June 30 Financial Statements do not include all of the information and notes required for complete financial statements. All adjustments, consisting of normal recurring items, necessary to state fairly the results of the interim periods have been included in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "June 30 Financial Statements." . Attached as Section 3.7 of the Seller Disclosure Letter are the unaudited pro forma carve-out balance sheet and statement of income for the Devices & Services Business as at June 30, 2013 after giving effect to the transactions contemplated by this Agreement (the “Pro Forma Financial Statements”). The Audited SEC Financial Statements Statements, solely as they relate to the Devices & Services business segment, present fairly, fairly in all material respects, respects the financial position and results of Seller at December 31, 2001, 2002 and 2003, respectivelyoperations of the Devices & Services business segment, and the results of its operations and cash flows for the years then ended have been prepared in conformity accordance with GAAP IFRS applied on a consistent basisbasis (other than customary exclusions for the June 30 Financial Statements as described therein). The Unaudited Pro Forma Financial Statements were prepared from the books and records of Seller and present fairly, fairly in all material respects, Seller's respects the financial position at April 30and results of operations of the Transferred Subsidiaries, 2004Purchased Assets and Assumed Liabilities, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied have been prepared on a consistent basis, basis with and in accordance with the Accounting Principles. The Devices & Services Business is not subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered required by the Accounting Principles to be set forth on the Pro Forma Financial Statements, including except for liabilities (i) disclosed in the Purchased Assets and all liabilities Pro Forma Financial Statements or notes hereto, (ii) disclosed in the Seller Disclosure Letter, (iii) incurred in connection with or contemplated by this Agreement or the transactions contemplated hereby, (iv) incurred after the date of the Business, are reflected in the Pro Forma Financial Statements in accordance with and the ordinary course of business, or (v) that would not be material to the extent required by GAAP. The date of April 30Devices & Services Business, 2004the Transferred Subsidiaries and/or the Purchased Assets, is herein referred to taken as the "Financial Statement Datea whole."

Financial Statements. The audited financial statements of the Company for the time periods required by SEC regulations, together with the related notes and schedules (athe “Audited Financials”), are being prepared by the Buyer and BBLU using information supplied by the Company and the Key Members pursuant to Section 12(c) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller below. The unaudited financial statements delivered to Buyer by the Company as of and for the year ending December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto2012, the sixth-month period ended June 30, 2013 and an interim period through August 20,2013 (the “Financials” or "Audited Financial Statements") shall be: (A) in accordance with the books of account and records of the Company; (iiB) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respectsand are true, correct and complete statements of the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, condition and the results of its operations of the Company as at and cash flows for the years then periods therein specified, and (C) do not include or omit to state any fact which renders such financials materially misleading. The Company shall deliver to Buyer and BBLU pursuant to Section 12(d) below, prior to the Closing Date, the unaudited consolidated balance sheet as of a date ended in conformity the last complete month prior to the Closing Date (the “Balance Sheet Date”) and the consolidated income statement for the period ended at the Balance Sheet Date (the “Unaudited Financials”) and a copy of the bank statements with GAAP applied on a consistent basisbalances at the Closing Date. The Unaudited Financial Statements were prepared from the books Financials give a true and records of Seller and present fairlyfair view, in all material respectssignificant aspects, Seller's financial of the consolidated balance sheet position of the Company as at April 30the Balance Sheet Date, 2004and its consolidated results, and the results of Company shall use its operations best efforts to have them contain sufficient and cash flows appropriate information for its adequate interpretation and comprehension according to U.S. GAAP. Buyer and the four months then ended in conformity with GAAP applied on a consistent basis, subject Company recognize that the records as delivered to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation Buyer may require adjustments to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements be in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred Buyer shall work with the Company and Key Members to as make said adjustments using the "Financial Statement Dateinformation provided by the Company."

Financial Statements. Each of the consolidated financial statements (aincluding, in each case, any related notes thereto) Attached contained in the Company SEC Reports and the consolidated statement of operations, consolidated statement of cash flows and consolidated balance sheet for the year ended, and as Schedule 5.4(aof, December 31, 2005 (the “Company Financials”) hereto are Made Available to Parent, including each Company SEC Report filed after the date hereof until the Closing: (i) audited complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods covered (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the rules of the SEC and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements"adjustments) and (iiiii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, fairly presented in all material respects, respects the consolidated financial position of Seller the Company and its consolidated Subsidiaries as at December 31, 2001, 2002 and 2003, respectively, the respective dates thereof and the consolidated results of its the Company’s operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairlyperiods indicated (subject, in all material respectsthe case of unaudited quarterly statements, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end audit adjustments, which are not material in amount). Seller The Company does not utilize any percentage of completion intend to correct or similar method of accounting for revenuerestate, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAPCompany’s Knowledge, there is not any basis to correct or restate any of the Company Financials. The date consolidated balance sheet of April 30the Company and its consolidated subsidiaries as of December 31, 2004, 2005 Made Available to Parent is herein hereinafter referred to as the "Financial Statement Date“Company Balance Sheet."” Except as disclosed in the Company Financials, since the date of the Company Balance Sheet, neither the Company nor any of its Subsidiaries has any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a consolidated balance sheet or in the related notes to the consolidated financial statement prepared in accordance with GAAP, except for (i) liabilities incurred since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, (ii) liabilities incurred in connection with this Agreement or the transactions contemplated hereby and (iii) liabilities that would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. The Company has not had any disagreement with PricewaterhouseCoopers, its independent public accountants, regarding material accounting matters or policies during any of its past three full fiscal years or during the current fiscal year-to-date. The books and records of the Company and each Subsidiary have been, and are being, maintained in accordance with applicable legal and accounting requirements and the Company Financials are consistent with such books and records. Neither the Company nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K of the SEC).

Financial Statements. The Company has provided to Buyers the audited (aA) Attached as Schedule 5.4(a) hereto are (i) audited year-end combined balance sheets of Seller as of December 31, 2001, 2002 sheet and 2003 and the related audited (ii) combined statements of operationsincome, partners' capital changes in stockholder’s equity and other comprehensive loss and cash flows of Seller the Company Entities (including the Brazilian Operations) as of and for each of the fiscal years then year ended August 31, 2003 (such financial statementsthe “August 31, including the notes thereto, the "Audited 2003 Financial Statements") ”), and (iiB) an the unaudited combined balance sheet of Seller the Company Entities (including the Brazilian Operations) as of April 30November 28, 2004 2003 (the “November 28, 2003 Balance Sheet”, and together with the related unaudited statements of operationsAugust 31, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto2003 Financial Statements, the "Unaudited “Financial Statements"”). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, have been prepared in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basis. The Unaudited Financial Statements were prepared from basis throughout the books periods covered thereby (except that the unaudited financial statements do not contain footnotes required by GAAP and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, are subject to normal year-end adjustments) and fairly present in all material respects the combined financial condition, which operating results and cash flows of the Company Entities (including the Brazilian Operations), as of the dates, and for the periods, indicated therein and are not consistent in all material respects with the books and records of the Company Entities. All accounts, notes and other receivables owed from third party customers to any Company Entity (the “Receivables”) as of November 28, 2003 have been included in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenuethe November 28, income or cost recognition purposes2003 Balance Sheet. Except as described has been reserved against in Schedule 5.4(a) hereto accordance with GAAP in the November 28, 2003 Balance Sheet and Receivables which have arisen subsequently and appear on the Closing Working Capital Statement, all Receivables reflected on the November 28, 2003 Balance Sheet arose from, and such Receivables existing on the Closing Date will have arisen from, bona fide sales and deliveries of goods or reflected performance of services in the Ordinary Course of Business. Except as has been reserved against in accordance with GAAP in the Financial Statements (including and the notes thereto)Closing Working Capital Statement, Seller there is, and on the Closing Date will be, no dispute with respect to the amount or validity of any Receivables. Except as has not been reserved against in accordance with GAAP in the past 5 fiscal years written off any research November 28, 2003 Balance Sheet and development coststhe Closing Working Capital Statement, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets all accounts payable and all accrued liabilities of the Business, are reflected Company Entities included in the Financial Statements November 28, 2003 Balance Sheet have arisen, and as of the Closing Date will have arisen, from bona fide transactions in the Ordinary Course of Business. Except as has been reserved against in accordance with GAAP in the November 28, 2003 Balance Sheet and to the extent required Closing Working Capital Statement, all the inventory of the Company Entities reflected on the November 28, 2003 Balance Sheet was properly stated therein at the lesser of cost or fair market value determined in accordance with GAAP consistently maintained and applied by GAAPthe Company Entities and was, and all the inventory thereafter acquired and maintained by the Company Entities through the Closing Date shall have been, acquired and maintained in the Ordinary Course of Business. The date Except as has been reserved against in accordance with GAAP in the November 28, 2003 Balance Sheet and the Closing Working Capital Statement, all of April 30the inventory recorded on the November 28, 20042003 Balance Sheet consists of, is herein referred to as and all inventory of the "Financial Statement DateCompany Entities on the Closing Date will consist of, items of a quality usable or saleable in the Ordinary Course of Business and are and will be in quantities sufficient for the Ordinary Course of Business."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each As of the execution of this Agreement, Disclosure Schedule 3.6 consists of true and complete copies of the Acquired Companies’ audited consolidating financial statements for the period ending June 30, 2017 (the “Financials”), and true and complete copies of the Acquired Companies’ internally generated quarterly financial reports for the third calendar quarter of 2017 (a Quarterly Report). At or prior to the Closing, AIDEA will supplement Disclosure Schedule 3.6 to also include the quarterly financial reports for the fourth calendar quarter of 2017 and all completed quarterly financial reports for the calendar quarters in 2018 up to the Closing Date (which are part of the Quarterly Reports). If the Closing does not occur before the Acquired Companies’ audited consolidating financial statements for the fiscal years then ended (such year ending June 30, 2018 are completed, AIDEA shall supplement Disclosure Schedule 3.6 with those financial statements, including which shall also constitute part of the notes thereto“Financials.” The Financials have been prepared from the Acquired Companies’ books and records in accordance with GAAP, applied on a consistent basis throughout the "Audited Financial Statements") periods involved, and (ii) an unaudited balance sheet of Seller fairly present the Acquired Companies’ financial position as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, their respective dates and the results of its operations Operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basisperiods shown. The Unaudited Financial Statements were Quarterly Report for the third calendar quarter of 2017, and the Quarterly Reports to be prepared for all subsequent calendar quarters, have been prepared or will be prepared by the Acquired Companies’ personnel from the Acquired Companies’ books and records of Seller records, and fairly present fairly, in all material respects, Seller's the Acquired Companies’ financial position at April 30, 2004, as of the end of the period and the results of its operations Operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisperiod. After June 30, subject to normal year-end adjustments2017, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected there has been no change in the Financial Statements (including financial condition or business of any of the notes thereto), Seller has not Acquired Companies that would constitute a Material Adverse Effect. No financial statements of any person or entity other than the Acquired Companies are required by GAAP to be included in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring Financials or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateQuarterly Reports."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company has prepared, or caused to be prepared, and made available to Buyer (i) the audited year-end consolidated balance sheets sheet of Seller the Company and its Subsidiaries as of December 31January 1, 20012011, 2002 and 2003 and the related audited consolidated statements of operations, partners' capital members’ equity and cash flows of Seller the Company and its Subsidiaries for each of the fiscal years twelve (12) month period then ended (such financial statementsended, including the notes thereto, thereto (the "“Audited Company Financial Statements") ”), and (ii) an the unaudited consolidated balance sheet of Seller the Company and its Subsidiaries as of April 30July 2, 2004 2011 (the “Latest Balance Sheet”), and the related unaudited consolidated statements of operations, partners' capital operations and cash flows of Seller the Company and its Subsidiaries for the four months fiscal quarterly period then ended April 30, 2004 (such financial statements, including together with the notes theretoLatest Balance Sheet, the "“Unaudited Company Financial Statements",” and together with the Audited Financial Statements, the “Financial Statements”). The Except as set forth therein, the Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein (provided that the Unaudited Company Financial Statements may lack footnotes and other presentation items referred to in subsections (irequired by GAAP and may not be reflective of normal, year-end adjustments and reclassifications) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements with each other and present fairly, in all material respects, the consolidated financial position of Seller at December 31position, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for of the years then ended in conformity with GAAP applied on a consistent basisCompany and its Subsidiaries as of the respective dates and during the respective periods indicated therein. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, Company and the results Subsidiaries do not have any liabilities or obligations of its operations and cash flows for any nature (whether accrued, absolute, contingent, unasserted or otherwise), except (i) as disclosed, reflected or reserved against in the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected balance sheets included in the Financial Statements (including and the notes thereto), Seller has (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Latest Balance Sheet and not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring violation of this Agreement or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date(iii) for Taxes."

Financial Statements. (a) Attached hereto as Schedule 5.4(a) hereto Exhibit D are true and complete copies of: (i) the consolidated audited year-end balance sheets sheet of Seller Parmalat USA Corporation and subsidiaries as of December 31, 200128, 2002 and 2003 December 29, 2001 and the related audited statements of operationsoperations and cash flow for the years then ended; (ii) the (A) unaudited consolidating balance sheets of Parmalat USA Corporation and subsidiaries as of December 27, partners' capital 2003, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the year then ended, and (C) the unaudited consolidated statement of cash flows of Seller Parmalat USA Corporation and subsidiaries for the year then ended, in each case as regularly prepared in the ordinary course of business by the management of the fiscal years then ended Company (such financial statements, including the notes thereto, the "Audited 2003 Management Financial Statements") ); and (iiiii) an the (A) unaudited consolidating balance sheet of Seller Parmalat USA Corporation and subsidiaries as of April 30May 22, 2004 2004, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the related month then ended and (C) the unaudited statements consolidated statement of operations, partners' capital and cash flows of Seller Parmalat USA Corporation and subsidiaries for the four months ended April 30month then ended, 2004 in each case as regularly prepared in the ordinary course of business by the management of the Company (such financial statements, including the notes thereto, the "Unaudited 2004 Period Financial Statements"). The items referred Subject to the matters discussed in subsections (i) Section 3.12 of the Disclosure Letter, the 2003 Management Financial Statements and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited 2004 Period Financial Statements present fairly, fairly in all material respects, respects the financial position condition of the Seller at December 31, 2001, 2002 and 2003, respectively, the date specified and the results of its operations and cash flows for the years then ended period specified and have been prepared in conformity accordance with GAAP U.S. generally accepted accounting principles, consistently applied on a consistent basis. The Unaudited Financial Statements were prepared ("GAAP"), from the books and records of Seller the Seller, which accurately and present fairly, fairly reflect in all material respectsrespects the transactions of, Seller's financial position at April 30, 2004acquisition and dispositions of assets by, and incurrence of Liabilities by the results of its operations Seller, except that the 2003 Management Financial Statements and cash flows 2004 Period Financial Statements are in the form regularly used by management for internal financial reporting purposes, do not contain the four months then ended in conformity with GAAP applied on a consistent basisfootnote and other supplemental disclosures required for financial statements by GAAP, subject to do not reflect any normal year-end adjustments, which adjustments that may be made in respect of the subsequent commencement by the Seller of the Bankruptcy Cases and are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments form in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities which audited financial statements of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateSeller would appear if such financial statements were prepared."

Financial Statements. (a) Attached hereto as Schedule 5.4(a) hereto 4.5 are (i) audited year-end unaudited balance sheets relating to the System as of Seller as each of December 31, 20012002, 2002 and March 31, 2003 and the related audited June 30, 2003, and unaudited statements of operationsoperations relating to the System for the one-year period, partners' capital three-month, and cash flows of Seller for each of six-month period then ended, respectively (collectively, and with all financial statements after the fiscal years then ended date hereof to be provided to Buyer pursuant to Section 6.1(c), and with the Additional Unaudited Financial Statements which Sellers are obligated to deliver in Section 6.2(c), (such financial statementsd) and (e), including and with the notes theretoAudited Financial Statements prepared pursuant to Section 6.2(c) and (d), the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlywere prepared or, in the case of all material respectsfinancial statements to be provided to Buyer after the date hereof, the financial position of Seller at December 31will be prepared, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity accordance with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from basis except as described therein (in the books case of any unaudited financial statements) throughout the periods covered thereby and records of Seller on a basis consistent with Charter Communications, Inc.'s audited consolidated financial statements for the corresponding periods, are (or will be) accurate and present fairly, complete in all material respectsrespects and fairly present (or will present) the financial condition and results of operations of the System as of the date and for the periods indicated, Seller's subject to normal, immaterial year-end adjustments (in the case of interim financial position at April 30statements) and the omission of footnotes (in the case of interim financial statements). The Audited Financial Statements, 2004when delivered pursuant to Section 6.2(c) and 6.2(d), will not vary materially from the unaudited financial statements attached as Schedule 4.5 or to be delivered pursuant to this Agreement for the corresponding periods. Sellers have delivered to Buyer the audited consolidated balance sheet of Parent and its subsidiaries as of December 31, 2002 (the "Parent Balance Sheet"), and the results related consolidated statements of its operations operations, changes in member's equity and cash flows for the four months year then ended (collectively, the "Parent Financial Statements"). The Parent Financial Statements are accurate and complete in conformity with GAAP applied all material respects and fairly present the financial condition and results of operations of Parent and its subsidiaries on a consistent basis, subject to normal year-end adjustments, which are consolidated basis for the periods indicated. There has not been a material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected and adverse change in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill financial condition of any business acquired by SellerParent and its subsidiaries on a consolidated basis since December 31, 2002. Seller Parent has no obligation to make any additional Investments in any material obligations or liabilities other Person. All properties used than those set forth in the Business during the period covered by the Financial StatementsParent Balance Sheet, including the Purchased Assets and all liabilities of the Business, are reflected those incurred in the Financial Statements ordinary course of business since December 31, 2002, or those to be incurred in accordance connection with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateVulcan Credit Facility."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto Included in the Schedules are (i) the audited year-end balance sheets of Seller Prelude as of December 31, 2002 and 2001, 2002 and 2003 and the related audited statements statement of operations, partners' capital stockholder's equity (deficit), and cash flows of Seller for each of the fiscal years then year ended (such financial statementsDecember 31, 2002, and 2001, including the notes thereto, and the "Audited Financial Statements") and (ii) an unaudited accompanying report of AXXXXXX HXXXXX; independent certified public accountants. At or prior to the Closing Date, Prelude shall deliver the un-audited balance sheet of Seller Prelude as of April June 30, 2004 2003, and the related unaudited statements of operations, partnersstockholders' capital equity (deficit), and cash flows of Seller for the four six months ended April June 30, 2004 2003, together with the notes thereto and representations by the principal accounting and financial officer of Prelude to the effect that such financial statements contain all adjustments (all of which are normal recurring adjustments) necessary to present fairly the results of operations and financial position for the periods and as of the dates indicated and such financial statements shall not reflect any material changes since the December 31, 2002, financial statements. All documents referred to herein are available as public disclosure document pursuant to the Periodic Filing Requirements and as listed on the EXXXX system of the SEC. (b) The financial statements of Prelude delivered pursuant to Section 2.04(a) have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved as explained in the notes to such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements Prelude financial statements present fairly, in all material respects, as of their respective dates, the financial position of Seller at December 31Prelude. Prelude did not have, 2001, 2002 and 2003, respectively, and as of the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value date of any assetssuch financial statements, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with except as and to the extent reflected or reserved against therein, any liabilities or obligations (absolute or contingent) which should be reflected therein in accordance with generally accepted accounting principles, and all assets reflected therein presently fairly the assets of Prelude in accordance with generally accepted accounting principles (c) Prelude has filed or will file as the Closing Date all tax returns required to be filed by GAAPit from inception to the Closing Date. The All such returns and reports are accurate and correct in all material respect. Prelude has no material liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) accrued for or applicable to the period ended on the date of April 30the most recent balance sheet of Prelude, 2004except to the extent reflected on such balance sheet and all such dates and years and periods prior thereto and for which Prelude may at said date have been liable in its own right or as transferee of the assets of, or as successor to, any other corporation or entity, except for taxes accrued but not yet due and payable, and to the best knowledge of Prelude, no deficiency assessment or proposed adjustment of any such tax return is herein referred pending, proposed or contemplated. To the best knowledge of Prelude, none of such income tax returns has been examined or is currently being examined by the Internal Revenue Service and no deficiency assessment or proposed adjustment of any such return is pending, proposed or contemplated. Prelude has not made any election pursuant to the provisions of any applicable tax laws (other than elections that relate solely to methods of accounting, depreciation, or amortization) that would have a material adverse affect on Prelude, its financial condition, its business as presently conducted or proposed to be conducted, or any of its respective properties or material assets. There are no outstanding agreements or waivers extending the "Financial Statement Datestatutory period of limitation applicable to any tax return of Prelude."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Parent (i) shall have delivered to Company audited year-end balance sheets of Seller financial statements as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended year ending April 3, 2005, (ii) shall have delivered to the Company the unqualified audit opinion from PWC with respect to such financial statements, including (iii) shall have filed such financial statements with the notes theretoSEC as part of Parent’s Annual Report on Form 10-K for such fiscal year end, and (iv) shall not have reported, and PWC shall not have reported, any findings of Material Weakness which have not been remediated prior to the date of completion of the items set forth in clauses (i)-(iii); provided however, that in the event PWC or Parent shall have reported any such findings of Material Weakness, if Parent (x) has delivered to the Company any notification of any findings of any Material Weakness or Significant Deficiency by either PWC or Parent, together with copies of all related reports and letters delivered in connection therewith promptly after preparation or receipt by Parent and (y) either (1) has remediated all such Material Weaknesses prior to the Condition Date, or (2) has used Commercially Reasonable Efforts to remediate all such Material Weaknesses prior to the Condition Date, and has presented to the Company a plan which provides for remediation of such Material Weaknesses within a reasonable time period, which plan and period is approved by the Company following consultation with PWC, such approval not to be unreasonably withheld or delayed by the Company, then the condition set forth in subsection (iv) of this Section 7.3(e) shall be deemed to have been satisfied. Upon written request by Parent, the "Audited Financial Statements") Company shall at the Company’s expense engage an independent accounting firm of recognized standing to make an independent determination as to whether such approval of the Company should be given or withheld by the Company pursuant to the foregoing standard that such approval shall not be unreasonably withheld or delayed, which determination shall be dispositive and (ii) an unaudited balance sheet of Seller as of April 30, 2004 binding on Parent and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial StatementsCompany." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. TMS has filed all registration statements, forms, reports and other documents required to be filed by TMS with the Securities and Exchange Commission ("SEC") and has made available to Purchaser copies of all registration statements, forms, reports and other documents filed by TMS with the SEC since August 31, 2003. All such registration statements, forms, reports and other documents (including those that TMS may file after the date hereof until the Closing) are referred to herein as the "TMS SEC Reports." The TMS SEC Reports, at the time filed, were or will be prepared in compliance in all material respects with the applicable requirements of the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as the case may be, and the rules and regulations of the SEC thereunder applicable to such TMS SEC Reports. TMS has delivered, or will deliver when prepared, to the Buyer: (a) Attached as Schedule 5.4(a) hereto are (i) an audited year-end balance sheets sheet of Seller TMS as of December August 31, 20012003 (including the notes thereto, 2002 and 2003 the "Balance Sheet"), and the related audited statements of operations, partnersshareholders' capital equity and cash flows of Seller for each of the fiscal years year then ended (such financial statementsended, including in each case the notes thereto, together with the "Audited Financial Statements") and report thereon of KPMG, independent certified public accountants; (iic) an unaudited balance sheet of Seller TMS as of April 30May 31, 2004 2004, (the "Interim Balance Sheet") and the related unaudited statements of operations, partnersshareholders' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations equity and cash flows for the years nine (9) months then ended ended, including in conformity with GAAP applied on each case the notes thereto; and (d) an unaudited year end Balance Sheet as of August 31, 2004 and a consistent basis. The Unaudited Financial Statements were prepared from the books and records Closing Balance Sheet as of Seller and present fairly, in all material respects, Seller's financial position at April September 30, 2004, and the results related unaudited statements of its operations operations, shareholders' equity and cash flows for each applicable period then ended, including notes thereto. Such financial statements fairly present, or will fairly present, the four months then ended financial condition and the results of operations, shareholders' equity and cash flows of TMS as at the respective dates of and for the periods referred to in conformity such financial statements, all in accordance with GAAP. Additionally, TMS has provided the Buyer with unaudited statements of operations, shareholders' equity and cash flows, updated monthly and prepared in accordance with GAAP applied on a except that such statements have not included any notes which may be required by GAAP. The financial statements referred to in this Section 4.7 reflect and will reflect the consistent basisapplication of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements, subject to normal year-end adjustments, adjustments in the case of the unaudited financial statements which were not or are not expected to be material in amount. Seller does not utilize any percentage Since the respective dates of completion or similar method the most recent of accounting for revenuesuch financial statements and related information documents provided by TMS to Buyer, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected until the Closing Balance Sheet Date, the operation of the Business by TMS has been conducted in the Financial Statements (including the notes thereto), Seller ordinary course and consistent with past practices and there has not been any Material Adverse Effect in the past 5 fiscal years written off any research and development costsfinancial condition, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities liabilities, revenues, expenses or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities operations of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Seller has heretofore furnished Buyer and Buyer Parent with copies of the following financial statements of Seller and the Acquired Subsidiary: (i) audited year-end balance sheets of Seller consolidated financial statements prepared in accordance with GAAP consistently applied as of at December 31, 2001, 2002 and 2003 and 31 for the related fiscal year ended 1995; (ii) audited consolidated special purpose financial statements of operations, partners' capital and cash flows of Seller prepared in accordance with GAAP consistently applied as at December 31 for each of the fiscal years then ended 1994 and 1995, respectively, including an audited consolidated balance sheet (such the "Reference Balance Sheet") as at December 31, 1995 (the "Reference Balance Sheet Date"), except that the investment of Seller in Buyer Parent has been reflected on an equity accounting basis; and (iii) an unaudited interim consolidated special purpose balance sheet as of September 30, 1996 and an unaudited consolidated special purpose statement of income for the nine-month period ended September 30, 1996, in each case prepared in accordance with GAAP consistently applied, except that the investment of Seller in Buyer Parent has been reflected on an equity accounting basis. Except as noted therein and except for normal year-end adjustments with respect to the unaudited financial statements, including all such financial statements are complete and correct, were prepared in accordance with GAAP consistently applied throughout the notes theretoperiods indicated and present fairly the consolidated financial position of Seller and the Acquired Subsidiary at such dates and the consolidated results of their operations and, where applicable, their consolidated cash flows for the "Audited Financial Statements") and (ii) an unaudited periods then ended. The pro forma balance sheet of Seller attached hereto as of April 30, 2004 and Exhibit O accurately reflects the related unaudited statements of operations, partners' capital and cash flows assets of Seller immediately after the Closing and after giving effect to the transactions specified in Schedule 3.14 and that Seller will have no liabilities immediately after the Closing other than (x) liabilities of Seller specifically assumed by Buyer pursuant to the Undertaking and (y) the liability to pay two promissory notes held by 1186020 Ontario Limited and 3287858 Canada Inc. each in the amount of Cdn$6,266,790 and expressly excluded from the Undertaking, which liability shall be discharged from assets not reflected on such pro forma balance sheet as specified in Schedule 3.14 no later than the time provided for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to post-closing adjustment set forth in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial StatementsSection 1.4." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Parent has made available to Buyer complete and correct copies of the (i) audited year-end balance sheets combined statements of Seller financial position of the Business as of December 31, 20012012 and 2011, 2002 and 2003 and the related audited combined statements of operationsincome, partners' capital comprehensive income, group equity, and cash flows of Seller for each of the fiscal two years then in the period ended December 31, 2012 (such financial statements, including the notes thereto, the "“Audited Financial Statements") ”), and (ii) an the unaudited balance sheet combined statements of Seller financial position of the Business for the nine-month period ended as of April September 30, 2004 2013, and the related unaudited combined statements of operationsincome, partners' capital and cash flows of Seller for the four months ended April 30comprehensive income, 2004 (such financial statementsgroup equity, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then nine-month period ended as of September 30, 2013 (the “Unaudited Financial Statements”; and together with the Audited Financial Statements, the “Financial Statements”), true and complete copies of which are set forth in conformity with GAAP applied on a consistent basisSchedule 3.06(a). The Unaudited Financial Statements were (A) have been prepared from from, are in accordance with, and accurately reflect the books and records of Seller and present fairly, Parent in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended respects (except as may be indicated in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller (B) fairly present in all material respects the combined financial position and combined results of operations and cash flows of the Business as of the respective dates or for the respective time periods set forth therein, (C) have been prepared in accordance with GAAP consistently applied (except as may be indicated in the notes thereto or, in the case of the Unaudited Financial Statements, for normal and recurring year-end adjustments), and (D) have been prepared in accordance with the carve out guidelines included in SEC Staff Accounting Bulletin Topic 1.B. This Section 3.06(a) is qualified by the fact that the Business has not in the past 5 fiscal years written off any research and development costsoperated as a separate “stand alone” entity within Parent. As a result, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during has been allocated certain charges and credits for purposes of the period covered by preparation of the Financial Statements, including the Purchased Assets and all liabilities as described in footnote 12 of the Business, are reflected in the Audited Financial Statements in accordance with and to footnote 10 of the extent required by GAAPUnaudited Financial Statements. The date Such allocations of April 30, 2004, is herein referred to charges and credits do not necessarily reflect the amounts that would have resulted from arms-length transactions or the actual costs that would be incurred if the Business operated as the "Financial Statement Datean independent enterprise."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end The Borrower has heretofore delivered to the Administrative Agent copies of the consolidated balance sheets of Seller the Borrower as of December 31, 20012020 and as of March 31, 2002 and 2003 2021 and the related audited consolidated statements of operations, partners' capital shareholders’ equity and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to changes in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years year or quarter then ended ended, as applicable (such statements being sometimes referred to herein as the “Financial Statements”). The December 31, 2020 Financial Statements were audited and reported on by PricewaterhouseCoopers LLP. The Financial Statements fairly present the consolidated financial condition and the consolidated results of operations of the Borrower and its Subsidiaries as of the dates and for the periods indicated therein, and the Financial Statements have been prepared in conformity with GAAP applied on a consistent basis(except as disclosed in the notes thereto). The Unaudited Financial Statements were prepared from As of the books and records of Seller and present fairlyClosing Date, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except except (i) as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not or in the past 5 fiscal years written off footnotes thereto or (ii) as otherwise disclosed in writing to the Administrative Agent prior to the date hereof, neither the Borrower nor any research and development costs, incurred Subsidiary has any reorganization, restructuring obligation or similar costs or changed the book value liability of any assetskind (whether fixed, liabilities accrued, contingent, unmatured or goodwill of any business acquired by Seller. Seller has no obligation otherwise) which is material to make any additional Investments the Borrower and the Subsidiaries on a consolidated basis and which, in any other Person. All properties used in the Business during the period covered by the Financial Statementsaccordance with GAAP consistently applied, including the Purchased Assets and all liabilities of the Business, are reflected should have been recorded or disclosed in the Financial Statements and was not. Since December 31, 2020, the Borrower and each Subsidiary has conducted its business only in accordance with the ordinary course, and there has been no adverse change in the financial condition of the Borrower and its Subsidiaries taken as a whole which is material to the extent required by GAAP. The date of April 30Borrower and its Subsidiaries on a consolidated basis, 2004, is herein referred except in each case as disclosed in writing to as the "Financial Statement Administrative Agent prior to the Closing Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Pioneer has delivered to Central -------------------- true and complete copies of (i) the audited year-end balance sheets consolidated statement of Seller as of December 31, 2001, 2002 and 2003 financial condition and the related audited statements of operationsincome, partners' capital retained earnings and cash flows of Seller Pioneer for each of the fiscal years then year ended September 30, 1995 (such financial statements, including the notes thereto, the "Audited 1995 Pioneer Financial Statements") and ); (ii) an unaudited balance sheet the audited consolidated statement of Seller as of April 30, 2004 financial condition and the related unaudited statements of operationsincome, partners' capital retained earnings and cash flows of Seller Pioneer for the four months year ended April September 30, 2004 1996 (such financial statementsthe "1996 Pioneer Financial Statements"); and (iii) the audited consolidated balance sheet and the related consolidated statements of income, including stockholders' equity and cash flows of Pioneer for the notes theretoyear ended September 30, 1997 (the "1997 Pioneer Financial Statements"). The 1995, 1996 and 1997 Pioneer Financial Statements have been audited by Miller, Mayer, Xxxxxxxx & Xxxxxxx LLP, certified public accountants. Pioneer has delivered, or for periods not yet complete as of the date of this Agreement, shall deliver in accordance with Section 6.10, for the monthly and quarterly periods ending during the period beginning on October 1, 1997, and ending on the last day of the month next preceding the month in which the Effective Time occurs, true and complete copies of the quarterly and monthly unaudited balance sheets and related statements of income, stockholders' equity and cash flows of Pioneer (collectively, the "Pioneer Unaudited Financial Statements"). The items referred to in subsections 1995, 1996, and 1997 Pioneer Financial Statements, and the Pioneer Unaudited Financial Statements (icollectively, the "Pioneer Financial Statements") and (ii) are sometimes hereinafter referred to collectively have been or, as the "Financial Statements." context requires, shall have been prepared in conformity with generally accepted accounting principles applied on a basis consistent with prior years. The Audited Pioneer Financial Statements present fairlypresent, in all material respectsor, as the context requires, shall present, fairly the financial position of Seller at December 31, 2001, 2002 the Bank and 2003, respectively, Pioneer as of their respective dates and the results of its the operations of the Bank and cash flows Pioneer for the years then ended respective periods covered thereby in conformity with GAAP generally accepted accounting principles applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, ; in compliance as to form in all material respectsrespects with the applicable requirements of the Securities Act of 1933, Seller's financial position at April 30as amended (the "Securities Act") and the applicable published rules and regulations of the Securities and Exchange Commission (the "SEC") thereunder. All loans, 2004discounts and financing leases reflected on Pioneer Financial Statements have been, or, as the context requires, shall have been (a) made for good, valuable and adequate consideration in the ordinary course of business of the Bank, (b) evidenced by notes or other evidences of indebtedness which are true, genuine and what they purport to be, and the results of its operations and cash flows for the four months then ended (c) adequately reserved against in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected an amount sufficient in the Financial Statements (including the notes thereto), Seller has not reasonable opinion of management to provide for all losses reasonably anticipated in the past 5 fiscal years written off ordinary course of busi- ness as of the date thereof based on information available as of their respective dates under generally accepted accounting principles. Neither Pioneer nor the Bank has or will have, nor are any research and development costsof their assets subject to, incurred nor will any reorganizationof their assets be subject to, restructuring any liability, commitment, indebtedness or similar costs or changed the book value obligation (of any assetskind whatsoever, liabilities whether absolute, accrued, contingent, matured or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used unmatured) which (a) is material and not reflected and adequately reserved against in the Business during the period covered by the 1997 Pioneer Financial Statements, including or (b) has been or shall be incurred subse- quent to the Purchased Assets and all liabilities date of the Business, are reflected 1997 Pioneer Financial Statements other than those incurred in the Financial Statements ordinary course of business and not in accordance with and to the extent required by GAAP. The date violation of April 30, 2004, is herein referred to as the "Financial Statement Dateany provision of this Agreement."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Borrower Representative has furnished to the Lender complete and correct copies of (i) the audited year-end balance sheets of Seller as of December Peak Resorts and its consolidated Subsidiaries for the Fiscal Year ending March 31, 20012007, 2002 and 2003 and the related audited statements of operationsincome, partners' capital shareholder’s equity, and cash flows, and, as applicable, changes in financial position or cash flows of Seller for each of such Fiscal Year, and the fiscal years then ended (notes to such financial statements, including the notes theretoreported upon by Xxxxx & Company, the "Audited Financial Statements") PC, certified public accountants, and (ii) an the internal unaudited balance sheet sheets of Seller as of April 30Peak Resorts and its consolidated Subsidiaries for the Fiscal Quarter ending March 31, 2004 2007, and the related unaudited statements of operations, partners' capital income and cash flows of Seller shareholder’s equity for the four months ended April 30Fiscal Quarter then ended, 2004 (certified by an executive officer of the Borrower Representative. All such financial statements: (a) have been prepared in accordance with GAAP, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections applied on a consistent basis (iexcept as stated therein) and (iib) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements fairly present fairly, in all material respects, respects the financial position condition of Seller at December 31, 2001, 2002 Peak Resorts and 2003, respectively, its consolidated Subsidiaries as of the respective dates thereof and the results of its operations and cash flows for the years respective fiscal periods then ended ending, subject in conformity with GAAP applied on the case of any such financial statements which are unaudited, to the absence of any notes to such financial statement and to normal audit adjustments, none of which are known to or could reasonably be expected to involve a consistent basisMaterial Adverse Effect. The Unaudited Financial Statements were prepared from No Borrower has experienced, nor has any Subsidiary thereof experienced, an event or circumstance that would have a Material Adverse Effect since the books March 31, 2007 financial statements, nor has there been any material change in any Borrower’s or any of its Subsidiaries’ accounting procedures used therein. Peak Resorts and records its consolidated Subsidiaries did not as of Seller and present fairlyMarch 31, in all material respects, Seller's financial position at April 30, 20042007, and will not as of the results of its operations Closing Date, after giving effect to the Loan made on the Closing Date, have any material contingent liabilities, material liabilities for taxes, unusual and cash flows for the four months then ended in conformity with GAAP applied on a consistent basismaterial forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or except those reflected in such financial statements or the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements Note thereto in accordance with and GAAP or, to the extent not required to be reflected by GAAP. The date of April 30, 2004, is herein referred to as are disclosed in the "Financial Statement DateDisclosure Schedule."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end The Borrower has furnished to the Lender the Consolidated and Consolidating balance sheets sheet of Seller the Borrower Affiliated Group as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited Consolidated and Consolidating statements of operationsincome, partners' capital changes in stockholders’ equity and cash flows flow of Seller the Borrower Affiliated Group for the four months fiscal year then ended, and related footnotes, audited and certified by PricewaterhouseCoopers LLP. The Borrower has also furnished to the Lender the unaudited balance sheet and statement of income of the Borrower Affiliated Group as of the fiscal quarter ended April September 30, 2004 2005, prepared in accordance with GAAP subject, however, to normal, year-end audit adjustments that shall not in the aggregate be materially adverse (such financial statements, including the notes theretocollectively, the "Unaudited “Initial Financial Statements"Statement”). The items referred Borrower has also furnished to the Lender an opening pro forma balance sheet in subsections accordance with Section 3.1.12 (i) the “Pro Forma Financial Statement”). The Borrower has also furnished to the Lender the unaudited pro forma Consolidated and (ii) are sometimes hereinafter referred to collectively Consolidating projected balance sheets of the Borrower Affiliated Group for the next 5 fiscal years, and its related unaudited Consolidated and Consolidating projected statements of income, changes in stockholders’ equity and cash flow for the next 5 fiscal years, in each case prepared as if the "Financial Statements." The Audited Financial Statements Loans had been made and the Recapitalization Transaction had occurred as of the Closing Date. All such financial statements were prepared in accordance with GAAP and present fairly, fairly in all material respects, respects the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, the Borrower Affiliated Group as of such dates and the results of its the operations and cash flows of the Borrower Affiliated Group for the years then ended in conformity with GAAP applied on a consistent basissuch periods. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairlyThere are no material liabilities, in all material respectscontingent or otherwise, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments disclosed in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Datesuch financial statements."

Financial Statements. (aSection 6.4(a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited Disclosure Letter includes financial statements of operationsthe USS/Kobe Bar Business, partners' capital USX Holdings and cash flows of Seller for each of the fiscal years then ended Kobe Holdings (such financial statements, including the notes theretocollectively, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited USS/Kobe Financial Statements"). The items USS/Kobe Financial Statements fairly present (i) the assets and liabilities, financial condition and the results of operations, changes in stockholders' equity or partners' interest and cash flow of USS/Kobe, USX Holdings and Kobe Holdings, as applicable, as at the respective dates of and for the periods referred to in subsections (i) such USS/Kobe Financial Statements, and (ii) are sometimes hereinafter referred to collectively the assets and liabilities, financial condition and the results of operations, changes in stockholders' equity or partners' interest and cash flow of USS/Kobe, USX Holdings and Kobe Holdings, as the "Financial Statements." The Audited Financial Statements present fairlyapplicable, in all material respects(A) as at March 31, the financial position of Seller 1999 and (B) as at December 31, 20011998 and for the twelve month period then ended, 2002 in the case of USS/Kobe in each case giving effect to the Tubular Spinoff as of January 1, 1998. The USS/Kobe Financial Statements have been prepared in accordance with generally accepted accounting principles, consistently applied, subject in the case of the unaudited statements to the absence of footnote disclosure and 2003other presentation items, respectivelyto changes resulting from normal period-end adjustments for recurring accruals which are not in the aggregate material, and to the results fact that indebtedness of its operations and cash flows for the years then ended in conformity with GAAP applied USS/Kobe has been allocated on a consistent basis"straight allocation" basis between the USS/Kobe Bar Business and the USS/Kobe Tubular Business without regard as to whether such allocation is in accordance with generally accepted accounting principles. The Unaudited Subject to the limitations provided in the immediately preceding sentence, the USS/Kobe Financial Statements were have been prepared from the books and records of Seller USS/Kobe, USX Holdings and present fairlyKobe Holdings, as applicable, which accurately and fairly reflect in all material respectsrespects the transactions of, Seller's financial position at April 30, 2004acquisitions and dispositions of assets by, and incurrence of liabilities by USS/Kobe, USX Holdings and Kobe Holdings, as applicable. After giving effect to the results Tubular Spinoff, none of its operations USS/Kobe, USX Holdings or Kobe Holdings will have liabilities or obligations of any nature (whether known or unknown and cash flows for the four months then ended in conformity with GAAP applied whether absolute, accrued, contingent or otherwise) which would be required under generally accepted accounting principles to be reflected on a consistent basisbalance sheet, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion except for (a) liabilities or similar method of accounting for revenue, income obligations reflected or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected reserved against in the Financial Statements December 31, 1998 balance sheet of the USS/Kobe Bar Business (including giving effect to the notes thereto), Seller has not Tubular Spinoff) included in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the USS/Kobe Financial Statements, including (b) liabilities incurred by USS/Kobe in the Purchased Assets Ordinary Course of Business since December 31, 1998 which in the aggregate do not have a USS/Kobe Material Adverse Effect and all liabilities (c) matters disclosed in Section 6.4 of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateDisclosure Letter."

Financial Statements. Section 3.5 of the Seller Disclosure Schedules sets forth (a) Attached as Schedule 5.4(athe unaudited balance sheet and profit and loss statement of the Business prepared internally (together with the notes and schedules thereto, if any, the “Business Balance Sheet”) hereto are for the six (i6) audited year-end month period ended June 30, 2016 (the “Balance Sheet Date”) and (b) the unaudited balance sheets of Seller as of sheet and profit statement for the twelve (12) month period ended December 31, 20012015, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including together with the notes and schedules thereto, the "Audited Financial Statements"if any (clauses (a) and (ii) an unaudited balance sheet of Seller as of April 30b), 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes theretocollectively, the "Unaudited “Business Financial Statements"”). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Business Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were have been prepared (a) from the books and records of Seller and present fairlythe Business, (b) in accordance with the Accounting Principles, consistently applied, in all material respectseach case except as noted therein, Seller's and where the failure to be so prepared would not inaccurately present the financial position at April 30, 2004, and the results of its operations of the Business in any material respect, provided that the Business Financial Statements lack footnotes and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, other presentation items and are subject to normal year-end adjustments, and (c) were derived from the financial reporting systems and the consolidated financial statements of Seller, which are not material were prepared in amountaccordance with GAAP. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the The Business Financial Statements (including fairly and accurately present in all material respects the notes thereto)financial condition of the Business as of the dates thereof and the results of operations of the Business for the periods indicated; provided, Seller has not in however, that the past 5 fiscal years written off any research Business Financial Statements lack footnotes and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation other presentation items and are subject to make any additional Investments in any other Personnormal year-end adjustments. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities accounts receivable of the Business, are whether reflected on the Business Financial Statements or subsequently created, have arisen from bona fide transactions in the Financial Statements in accordance with ordinary course and represent valid obligations to Seller. To the Knowledge of Seller, there is no contest, claim or right of set-off relating to the extent required by GAAP. The date amount or validity of April 30, 2004, is herein referred to as the "Financial Statement Dateany such accounts receivable."

Financial Statements. (a) Attached hereto as Schedule 5.4(a) hereto Exhibit D are copies of the (i) audited year-end balance sheets unaudited combined financial statements of Seller the Company and the WFOEs (and the notes and schedules thereto) as of and for the years ended December 31, 2001, 2002 2004 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") 2005 and (ii) an unaudited combined financial statements of the Company and the WFOEs for the six-month period ended June 30, 2006. Such financial statements are collectively referred to herein as the “Financial Statements.” For the purposes of this Agreement, the unaudited consolidated balance sheet of Seller the Company, which is included in the Financial Statements, as of April June 30, 2004 2006, is referred to as the “Balance Sheet” and June 30, 2006 is referred to as the “Balance Sheet Date”. Such Financial Statements (a) are in accordance with the books and records of the Company and the related unaudited statements of operationsWFOEs, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (iib) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements true, correct and complete and present fairly, in all material respects, fairly the financial position condition of Seller the Company and the WFOEs at December 31, 2001, 2002 and 2003, respectively, the date or dates therein indicated and the results of its operations and cash flows for the years then ended period or periods therein specified, and (c) have been prepared in conformity accordance with GAAP generally accepted IFRS principles applied on a consistent basis. The Unaudited Financial Statements were prepared from Specifically, but not by way of limitation, the books and records respective balance sheets of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto)disclose all material debts, Seller has not in the past 5 fiscal years written off any research liabilities and development costs, incurred any reorganization, restructuring or similar costs or changed the book value obligations of any assetsnature of the Company and the WFOEs, whether due or to become due, as of their respective dates (including, without limitation, absolute liabilities, accrued liabilities, disputed liabilities and contingent liabilities) to the extent such debts, liabilities or goodwill and obligations are required to be disclosed in accordance with generally accepted accounting principles. Each of any business acquired by Seller. Seller the Company and the WFOEs has no obligation good and marketable title to make any additional Investments in any other Person. All properties used in all assets set forth on the Business during the period covered by balance sheet of the Financial Statements, including the Purchased Assets and all liabilities of the Businessexcept for such assets as have been spent, are reflected sold or transferred in the Financial Statements in accordance with and to the extent required by GAAPordinary course of business since their respective dates. The date of April 30, 2004, is herein referred to as the "Financial Statement DateCompany’s 2006 Audited Annual Net Income will be no less than US$10.8 million."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Prior to the date of the Initial Agreement, the Company provided to TPG and THL (i) audited year-end the annual combined balance sheets of Seller the Company and its Subsidiaries as of December 31, 2001, 2003 and 2002 and 2003 and the related audited combined statements of operationsearnings, partners' capital equity and comprehensive earnings and cash flows of Seller for each of the fiscal years then in the three-year period ended December 31, 2003 (such financial statementsthe "Annual Combined Financial Statements"), including together with the notes thereto, and the "Audited Financial Statements") draft report of KPMG LLP thereon which includes a legend indicating that certain transactions would have to be completed before KPMG LLP would be in a position to issue the draft report in final form, and (ii) an the unaudited combined balance sheet of Seller the Company and its Subsidiaries as of April at June 30, 2004 reviewed by KPMG LLP (the "Interim Balance Sheet"), and the related unaudited combined statements of operations, partners' capital earnings and cash flows of Seller flows, for the four months ended April 30, 2004 six (such financial statements, including the notes thereto6) month period then ended, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including together with the Purchased Assets and all liabilities of the Business, are reflected in the Annual Combined Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein are referred to as the "Financial Statement DateStatements". The Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles consistently applied ("GAAP") and fairly present the combined financial condition, assets and liabilities, results of operations, cash flows, and changes in equity and comprehensive earnings of the Company and its Subsidiaries as of the dates, and for the periods, indicated therein, subject in the case of the Unaudited Financial Statements to lack of footnotes and a statement of changes in equity and comprehensive earnings and normal year end adjustments that will not be material. Since June 30, 2004, there has not been any change of the Company's accounting principles, methods, or policies except as required by GAAP or as would not reasonably be expected to have a Material Adverse Effect. The results and accounts of the entities listed on disclosure Schedule 3.10 are included in the Financial Statements, but have been excluded from the final formation of the Company and its Subsidiaries and are therefore, not subject to the terms of this Transaction."

Financial Statements. (a) Attached hereto as Schedule 5.4(a) hereto 4.5 are (i) audited year-end unaudited balance sheets relating to the System as of Seller as each of December 31, 20012002, 2002 and March 31, 2003 and the related audited June 30, 2003, and unaudited statements of operationsoperations relating to the System for the one-year period, partners' capital three-month, and cash flows of Seller for each of six-month period then ended, respectively (collectively, and with all financial statements after the fiscal years then ended date hereof to be provided to Buyer pursuant to Section 6.1(c), and with the Additional Unaudited Financial Statements which Sellers are obligated to deliver in Section 6.2(c), (such financial statements, including the notes thereto, the "Audited Financial Statements"d) and (iie), and with the Audited Financial Statements prepared pursuant to Section 6.2(c) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes theretod), the "Unaudited “Financial Statements"”). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlywere prepared or, in the case of all material respectsfinancial statements to be provided to Buyer after the date hereof, the financial position of Seller at December 31will be prepared, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity accordance with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from basis except as described therein (in the books case of any unaudited financial statements) throughout the periods covered thereby and records of Seller on a basis consistent with Charter Communications, Inc.’s audited consolidated financial statements for the corresponding periods, are (or will be) accurate and present fairly, complete in all material respectsrespects and fairly present (or will present) the financial condition and results of operations of the System as of the date and for the periods indicated, Seller's subject to normal, immaterial year-end adjustments (in the case of interim financial position at April 30statements) and the omission of footnotes (in the case of interim financial statements). The Audited Financial Statements, 2004when delivered pursuant to Section 6.2(c) and 6.2(d), will not vary materially from the unaudited financial statements attached as Schedule 4.5 or to be delivered pursuant to this Agreement for the corresponding periods. Sellers have delivered to Buyer the audited consolidated balance sheet of Parent and its subsidiaries as of December 31, 2002 (the “Parent Balance Sheet”), and the results related consolidated statements of its operations operations, changes in member’s equity and cash flows for the four months year then ended (collectively, the “Parent Financial Statements”). The Parent Financial Statements are accurate and complete in conformity with GAAP applied all material respects and fairly present the financial condition and results of operations of Parent and its subsidiaries on a consistent basis, subject to normal year-end adjustments, which are consolidated basis for the periods indicated. There has not been a material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected and adverse change in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill financial condition of any business acquired by SellerParent and its subsidiaries on a consolidated basis since December 31, 2002. Seller Parent has no obligation to make any additional Investments in any material obligations or liabilities other Person. All properties used than those set forth in the Business during the period covered by the Financial StatementsParent Balance Sheet, including the Purchased Assets and all liabilities of the Business, are reflected those incurred in the Financial Statements ordinary course of business since December 31, 2002, or those to be incurred in accordance connection with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateVulcan Credit Facility."

Financial Statements. (a) Attached as Schedule 5.4(aThe Seller has previously made available to the Buyer, for copying, originals of the Seller Financial Statements, which, in the case of the audited statements, are accompanied by the audit report of KPMG LLP, independent public accountants for the Seller. Each of the Seller Financial Statements referred to in this Section 4.09 (including the related notes, where applicable) hereto are fairly presents (i) audited year-end balance sheets subject, in the case of Seller the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes), and the financial statements referred to in Section 7.08 hereof each will fairly present, the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of the Seller, the Seller's Bank and the Seller's Subsidiaries for the respective periods or as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for respective dates therein set forth; each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto)related notes, Seller where applicable) has not been prepared, and the financial statements referred to in the past 5 fiscal years written off any research and development costsSection 7.08 hereof will be prepared, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to generally accepted accounting principles ("GAAP") consistently applied during the extent required periods involved, except as indicated in the notes thereto or, in the case of unaudited statements, as permitted by GAAPForm 10-Q under the Exchange Act. The date audits of April 30the Seller, 2004the Seller's Bank and the Seller's Subsidiaries have been conducted in all material respects in accordance with generally accepted auditing standards. Without limiting the generality of the foregoing, is herein (x) the allowance for possible loan losses included in the Seller Financial Statements was, and the allowance for possible loan losses to be included in the financial statements referred to as in Section 7.08 hereof will be, determined in accordance with GAAP and is, and will be, adequate to provide for losses relating to or inherent in the loan and lease portfolios of the Seller, the Seller's Bank and the Seller's Subsidiaries (including without limitation commitments to extend credit), and (y) the Other Real Estate Owned ("OREO") included in the Seller Financial Statement DateStatements was, and the OREO included in the financial statements referred to in Section 7.08 hereof will be, carried net of reserves at the lower of cost or market value in accordance with GAAP or the regulations or other requirements of the FDIC and the Massachusetts Commissioner. The books and records of the Seller, the Seller's Bank and the Seller's Subsidiaries are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company has filed with the Securities and Exchange Commission its (i) audited year-end balance sheets of Seller as of December 31, 20012022, 2002 and 2003 and the together with related audited statements of operationsincome, partners' capital stockholders’ equity and cash flows of Seller flows, and notes thereto for each of the fiscal years year then ended (such financial statementsended, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller sheets as of April 30March 31, 2004 and the 2023, together with related unaudited statements of operationsincome, partners' capital stockholders’ equity and cash flows of Seller for the four months ended April 30flows, 2004 (such financial statements, including the and notes thereto, of the "Unaudited Financial Statements"). The items referred to in subsections Company for the fiscal period then ended ((i) and (ii) are sometimes hereinafter referred to collectively as collectively, the "“Financial Statements." ”). The Audited Financial Statements present fairly, have been prepared in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity accordance with GAAP United States generally accepted accounting principles (“GAAP”) applied on a consistent basisbasis throughout the periods indicated, except that the unaudited Financial Statements may not contain all footnotes and other presentation items required by GAAP and are subject to normal and recurring year-end adjustments that are not reasonably expected to be material in amount. The Unaudited Financial Statements were prepared from the books and records of Seller and fairly present fairly, in all material respects, Seller's respects the financial position at April 30, 2004condition and operating results of the Company as of the dates, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisperiods, indicated therein, subject in the case of the unaudited Financial Statements to normal year-end audit adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described set forth in Schedule 5.4(athe Financial Statements, between March 31, 2023, and the date of this Agreement, the Company has not incurred any material liabilities or obligations, contingent or otherwise, other than (a) hereto liabilities incurred in the ordinary course of business; (b) obligations under contracts and commitments incurred in the ordinary course of business; (c) liabilities for transaction expenses incurred in connection with the transactions contemplated by this Agreement and the Purchase Agreement; and (d) liabilities and obligations of a type or nature not required under GAAP to be reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research Statements. The Company maintains and development costs, incurred any reorganization, restructuring or similar costs or changed the book value will continue to maintain a standard system of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation accounting established and administered to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Business, are reflected financial statements of the Company in the Financial Statements in accordance conformity with and to the extent required by GAAP. The date Company has not extended or maintained credit, arranged for the extension of April 30credit, 2004modified or renewed an extension of credit, is herein referred in the form of a personal loan or otherwise, to as or for any director or executive officer of the "Financial Statement DateCompany. The Company meets the requirements for use of Form S-3ASR under the 1933 Act."

Financial Statements. The Borrower has heretofore furnished to each of the Lenders (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller as of the December 31, 20011996 and December 31, 2002 1995 audited statements of certain assets and 2003 liabilities and the December 31, 1996, December 31, 1995 and December 31, 1994 audited statements of certain revenues and direct operating expenses of the CCC Surety Operations, (b) the December 31, 1996, December 31, 1995 and December 31, 1994 audited consolidated financial statements of Capsure Holdings and its Subsidiaries, (c) the June 30, 1997 unaudited quarterly statement of certain assets and liabilities and the related audited statements statement of operations, partners' capital certain revenues and cash flows of Seller for each direct operating expenses of the fiscal years then ended CCC Surety Operations and (such d) the June 30, 1997 unaudited quarterly financial statements, including the notes theretostatement of Capsure Holdings and its Subsidiaries (collectively, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred As of the date of this Agreement after giving effect to the Closing Transactions, to the best of the Borrower's knowledge the unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries and the related pro forma statement of consolidated operations included in subsections the proxy statement relating to the Merger filed with the Securities and Exchange Commission pursuant to Section 14(a) of the Securities Exchange Act of 1934 and heretofore furnished to each of the Lenders fairly represents the Borrower's and the Subsidiaries' pro forma financial condition and results of operations on a consolidated basis in accordance with Agreement Accounting Principles and/or SAP (i) and (ii) are sometimes hereinafter referred as labeled), consistently applied, in each case as if the Merger had been consummated on the date set forth in the notes to collectively as such pro forma financial statements. Each of the "Financial Statements." The Audited Financial Statements present fairlywas prepared in accordance with Agreement Accounting Principles or SAP, as applicable, and fairly presents the consolidated (statutory, if applicable) financial condition and operations of the respective entities at such dates and the consolidated results of their operations for the respective periods then ended (except, in all material respectsthe case of such unaudited statements, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end audit adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. Borrower has heretofore furnished to Lenders (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller Borrower as of December at January 31, 20011997 (on a consolidated basis), 2002 January 31, 1996 (on a consolidated basis), January 31, 1995 (on a consolidated basis) and, June 30, 1994 and 2003 and the related audited statements of operations, partners' capital income and of cash flows of Seller for the fiscal years then ended, together with the notes thereto, audited by Deloitte & Touche, certified public accountants and (b) a PRO FORMA balance sheet of Borrower and its Subsidiaries giving effect to the incurrence of the Public Debt, and projected statements of income of Borrower and its Subsidiaries for each of the fiscal years then ended (such financial statementsof Borrower ending January 31, including the notes thereto1998 through January 31, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 302000, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements")prepared by Borrower. The items referred to balance sheets and statements described in subsections clause (ia) have been prepared in accordance with GAAP applied on a basis consistent with that of preceding periods (except as described therein), and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements fairly present fairly, in all material respects, the financial position condition of Seller Borrower and its Subsidiaries on a consolidated basis, as applicable as at December 31, 2001, 2002 and 2003, respectively, said dates and the results of its operations for the years ended on said dates. The PRO FORMA balance sheet and projected statements of income and cash flows for the years then ended described in conformity clause (b) have been prepared on a sound financial planning basis in accordance with GAAP applied on a basis consistent basis. The Unaudited Financial Statements were prepared from with that utilized in preparing the books balance sheets and records of Seller and present fairly, statements described in all material respects, Seller's financial position at April 30, 2004, clause (a) (except as described therein) and the results of assumptions upon which such projections are based are reasonable. Borrower and its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisSubsidiaries have no indebtedness, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion contingent obligations or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or liabilities that should properly be reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements a financial statement prepared in accordance with GAAP, except as specifically reflected in such financial statements. Since January 31, 1997, no event has occurred which has had a material adverse impact on the condition of Borrower and its Subsidiaries' (on a consolidated basis) operations, financial or otherwise, and there has been no material adverse change in the financial condition, business, prospects, assets, operations or properties of Borrower and its Subsidiaries' (on a consolidated basis) operations, and since such date no distributions have been declared or paid or made to the extent required by GAAPstockholders of Borrower. The date Since the dates of April 30preparation of the financial statements described in clause (b) above, 2004no event has occurred which has had a material adverse impact on the condition of Borrower and its Subsidiaries on a consolidated basis, is herein referred to financial or otherwise, and there has been no material adverse change in the financial condition, business, prospects, assets, operations or properties of Borrower and its Subsidiaries on a consolidated basis as represented in the "Financial Statement Datefinancial statements described in clause (b) or which would render any of the assumptions contained therein unreasonable."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets Seller has delivered to Buyer correct and complete copies of Seller as of unaudited financial statements for the Business at December 31, 20011996, 2002 1997 and 2003 1998 and unaudited financial statements for the quarterly period ended March 31, 1999 and the month ending April 30, 1999 together with and the related audited statements of operations, partners' capital income and cash flows of Seller for each of the fiscal years then ended (ended. All such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items are referred to in subsections (i) and (ii) are sometimes hereinafter referred to herein collectively as the "Financial Statements." Complete and correct copies of the Financial Statements are attached hereto as SCHEDULE 4.5. The Audited Financial Statements are consistent in all material respects with the books and records of Tetra, and there have not been any material transactions that have not been recorded in the accounting records underlying such Financial Statements. The balance sheets included in the Financial Statements (a) present accurately the financial condition of the Business, and the Purchased Assets and the Assumed Liabilities as of the dates thereof, subject to normal recurring year-end adjustments and the absence of notes in the case of unaudited Financial Statements and (b) except for Inventory sold, cash disposed of, Accounts Receivable collected, prepaid expenses realized, Contracts fully performed, properties or assets replaced by equivalent or superior assets, in each case in the ordinary course of business, do not include any assets that are not intended by Seller to constitute part of the Business or the Purchased Assets after giving effect to the Transactions. The profit and loss statements included in the Financial Statements present fairlyaccurately the results of operation of the Business for the periods indicated thereon, subject to normal recurring year-end adjustments and the absence of notes in the case of unaudited Financial Statements. The profit and loss statements included in the Financial Statements do not reflect any operations that are not intended by Seller to constitute part of the Business or the Purchased Assets after giving effect to the Transactions, and such statements reflect, on a basis consistent with past practices, all costs incurred by the Business (other than Unassumed Liabilities) for the periods covered thereby. There are no Liabilities arising out of, relating to or connected with the Business except (a) as set forth or reflected on the Financial Statements, (b) for items disclosed in the Disclosure Schedules to this Agreement, (c) for purchase contracts and orders for Inventory in the normal course of the Business, (d) for Liabilities incurred since the Balance Sheet Date in the ordinary course of the Business consistent with past practice and (e) Liabilities pursuant to this Agreement. The Financial Statements have been prepared, in all material respects, in accordance with GAAP consistently applied, and the Financial Statements present accurately the financial position and Assets and Liabilities of Seller at December 31, 2001, 2002 and 2003, respectivelythe Business as of the dates thereof, and the results of its operations and cash flows for the years periods then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisended, subject to normal recurring year-end adjustmentsadjustments and the absence of notes in the case of unaudited Financial Statements. The balance sheet of the Business as of April 30, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected 1999 that is included in the Financial Statements (including is referred to herein as the notes thereto), Seller has not in "Balance Sheet," and the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, thereof is herein referred to as the "Financial Statement Balance Sheet Date."

Financial Statements. (a) Attached as Schedule 5.4(aPart 2.4(a) hereto are of the Xxxxxxx Disclosure Letter contains copies of (i) audited year-end unaudited combined and consolidated balance sheets of Seller the Communications Business as of December 31, 20012013 and December 31, 2002 and 2003 2012 and the related audited unaudited combined and consolidated statements of operations, partners' capital and cash flows of Seller for each earnings of the fiscal Communications Business for the years then ended December 31, 2013, December 31, 2012 and December 31, 2011 (such financial statements, including the notes thereto, the "Audited “Year-End Communications Business Unaudited Financial Statements") ”), and (ii) an unaudited balance sheet and unadjusted financial data of Seller Fluke Networks, Tektronix Communications and Arbor Networks as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four nine months ended April 30September 26, 2004 2014 (such comprised of unadjusted Hyperion data together with a schedule (included in Part 2.4(a) of the Xxxxxxx Disclosure Letter) describing the basis of presentation and adjustments that would be necessary to derive financial statements, including statements on the notes thereto, same basis of presentation (included in Part 2.4(a) of the "Xxxxxxx Disclosure Letter) as the Year End Communications Business Unaudited Financials) (the “Unaudited Interim Communications Business Financial Data”) (together with the Year-End Communications Business Unaudited Financial Statements", the “Communications Business Unaudited Financial Statements”). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Communications Business Unaudited Financial Statements were prepared in good faith and derived from the books and records of Seller Xxxxxxx and its Subsidiaries and were prepared in accordance with GAAP, consistently applied, as at the dates and for the periods presented (except as noted therein), and present fairly, fairly in all material respects, Seller's respects the financial position at April 30, 2004, and the results of its operations of the Communications Business as of the dates and cash flows for the four months then ended in conformity with GAAP applied periods presented on a consistent basis, the basis by which the Communications Business Unaudited Financial Statements were prepared (subject to normal year-end adjustments, adjustments which are not material in amount. Seller does not utilize any percentage of completion material, individually or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the aggregate) (it being understood, however, that the Communications Business has not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Communications Business Unaudited Financial Statements (including will reflect certain cost allocations made that may not reflect what would have been incurred if the notes theretoCommunications Business had been a standalone business), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. Seller has furnished Buyer with the following financial statements: Seller's (a) Attached as Schedule 5.4(afinancial report with additional information December 31, 1997; (b) hereto are (i) audited year-year end balance sheets of Seller adjusted as of December 31, 20011997, 2002 balance sheet; (c) balance sheet/financial statement as of December 31, 1996 -- operating adjusted; (d) balance sheet/financial statement as of December 31, 1995 -- operating adjusted; (e) financial report with additional information December 31, 1996; and 2003 (f) financial statements and supplementary information for the related audited statements of operationsyears ended December 31, partners' capital 1995 and cash flows of Seller for each of the fiscal years then ended 1994 (such financial statements, including the notes theretocollectively, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred Each book or record of Seller that has been or may be exhibited to in subsections (i) or examined by Buyer before Closing is and (ii) are sometimes hereinafter referred to collectively will be true, correct, and complete. Except as otherwise expressly disclosed therein, each of the "Financial Statements." The Audited Financial Statements present fairly, was prepared in all material respects, accordance with generally accepted accounting principles and policies consistently applied throughout the financial position of periods involved (except that the Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books provides pension benefits to retired officers and records of Seller and present fairlythese benefits when paid), in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisand, subject to any qualifications therein expressly stated (and to normal year-end adjustmentsaudit adjustments in the case of interim financial statements), which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including fairly present Seller's then financial position and the notes thereto)changes in financial position and results of operations for the time periods covered and as at the times therein indicated, Seller has not and the revenues and accounts therein reflected arose from bona-fide transactions in the past 5 fiscal years written off any research ordinary course of Seller's business. Except as, and development costsonly to the extent disclosed on Exhibit 4.04 or fully and fairly identified, incurred any reorganizationseparately disclosed, restructuring and properly reflected or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments reserved against in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets Seller has received no material items of extraordinary, non-recurring, or non-operating revenues or income, and all liabilities has no material debts, liabilities, or other obligations (including, without limitation, obligations for federal, state, or local taxes or other governmental assessments or penalties, and obligations for advances, directly or indirectly, incurred or made to any affiliate or stockholder of the BusinessSeller), are reflected direct or indirect, absolute, contingent, or otherwise, due or to become due [other than normal and usual forward obligations (other than for borrowed money) incurred in the ordinary course of Seller's business] that do not in the aggregate have a material, adverse effect on Seller, and there have been no changes in the accounting principles, estimates, methods, or practices applied in preparing the Financial Statements, except that classified advertising sales have been recorded as income when produced rather than on a cash basis. Seller maintains such books and records as are customarily kept under current business practices by businesses of equivalent size and nature, and such books and records fully and fairly reflect all of Seller's transactions. Seller will furnish Buyer with Seller's usual interim operating statements and balance sheets for Shopping Guides as of each month-end (and as of and for each reporting period then ending) until Closing, and each of these statements shall be correct and complete. The Financial Statements include as revenues only those revenues arising from Seller's operations conducted in accordance the ordinary course and in a fashion consistent with Seller's past practices and to reflect all expenses incurred in the extent required by GAAPoperations of Seller for each period of time covered therein. The date of April 30, 2004, is herein referred to as the "Financial Statement DateSee Rider 4.4 attached."

Financial Statements. (a) Attached as ‎Section 3.07 of the Disclosure Schedule 5.4(a) hereto are contains true, correct and complete copies of the (i) audited year-end unaudited consolidated balance sheets of Seller the Purchased Subsidiaries as of December May 25, 2014 and May 31, 20012015, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows income of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows Purchased Subsidiaries for the years then ended and (ii) the unaudited consolidated balance sheet of the Purchased Subsidiaries as of August 30, 2015 (the “Balance Sheet”) and the related unaudited statement of income of the Business for the quarter then ended (the foregoing clauses ‎(i) and ‎(ii), collectively, the “Financial Information”). The Financial Information has been compiled by Seller from Seller’s books and records that (i) is subject to the controls and procedures of Seller’s accounting systems and (ii) was prepared in conformity accordance with the internal accounting policies used by Seller, which are consistent with GAAP in all material respects. The Financial Information presents fairly in all material respects the information purported to be represented thereby as of the relevant dates thereof and for the periods covered thereby, except that the Financial Information gives effect to the Pre-Closing Transactions (other than the divestiture of the Chicago and Grand Rapids facilities). As of the date of delivery by Seller to Buyer and as of the Closing Date, the Required Financial Information delivered to Buyer in accordance with ‎Section 5.06 will have been prepared in accordance with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books basis and records of Seller and will fairly present fairly, in all material respectsrespects (except in the case of the Interim Financial Information, Seller's subject to year-end adjustments) the financial position at April 30, 2004, of the Purchased Subsidiaries as of the dates thereof and the results of its operations and cash flows of the Purchased Subsidiaries for the four months then ended in conformity with GAAP applied on a consistent basisperiods involved, subject except that the Required Financial Statements give effect to normal yearthe Pre-end adjustmentsClosing Transactions. As of the date of delivery by Seller to Buyer and as of the Closing Date, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except the Interim Financial Statements will have been reviewed by Seller’s independent auditors as described in Schedule 5.4(a) hereto or reflected provided in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered procedures specified by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected AICPA in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateAU 722."

Financial Statements. (a) Attached Subject to the limitations with respect thereto as Schedule 5.4(aset forth in the succeeding provisions of this Section 4.9(a), true and complete copies of the Company Financial Statements are set forth on Section 4.9(a) hereto are of the Seller Disclosure Schedule. The Company Financial Statements (i) audited year-end balance sheets of Seller as of December 31, 2001, 2002 have been prepared from the books and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each records of the fiscal years then ended Company on a consistent basis through the periods covered thereby, (such financial statements, including ii) have been prepared in accordance with GAAP applied on a consistent basis through the notes periods covered thereby (except (A) as set forth in the explanatory footnotes thereto, (B) with respect to the "Audited Financial Statements"treatment of stock-based compensation expense therein and (C) with respect to the treatment of federal and state income Taxes) and (iiiii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyfairly present, in all material respects, the financial position and results of Seller at operations of the Company as of their respective dates. Each of the audited balance sheets of Thoratec Corporation as of December 3129, 20012007, 2002 January 3, 2009 and 2003January 2, respectively, 2010 and the results related statements of its operations and cash flows income for the fiscal years then ended (collectively, the “Thoratec Financial Statements”) contain the relevant Company Financial Statements for the time periods applicable thereto. The Thoratec Financial Statements have been prepared in conformity accordance with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from basis through the books periods covered thereby and records of Seller and present fairlyfairly present, in all material respects, Seller's the financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. of Seller does not utilize any percentage as of completion or similar method of accounting for revenue, income or cost recognition purposestheir respective dates. Except as described set forth on Section 4.9(a) of the Seller Disclosure Schedule, the Company has no outstanding Indebtedness and no Indebtedness shall be incurred by the Company in Schedule 5.4(aconnection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (b) hereto or reflected in Except as set forth on Section 4.9(b) of the Financial Statements (including the notes thereto)Seller Disclosure Schedule, Seller has not and the Company have established and maintained a system of internal control over financial reporting (as defined in Rule 13a-15 under the past 5 fiscal years written off any research Exchange Act) that provides, in all material respects, reasonable assurance regarding the reliability of Seller’s and development costs, incurred any reorganization, restructuring or similar costs or changed the book value Company’s financial reporting and the preparation of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in ’s and the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements Company’s financial statements for external purposes in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date4.10."

Financial Statements. (a) Attached as The Disclosure Schedule 5.4(a) hereto are contains (i) the audited year-end balance sheets of Seller as of December 31sheets, 2001, 2002 and 2003 and the related audited statements of operationsincome, partnersstatements of stockholders' capital equity and statements of cash flows of Seller Company as of and for each of the fiscal years then ended December 31, 1993 and 1994, together with the audit report thereon of Xxxxxxx & Company, L.L.P., certified public accountants (such financial statements, including the notes thereto, the "Audited Financial StatementsAUDITED FINANCIAL STATEMENTS") ), and (ii) an the unaudited balance sheet sheet, statement of Seller as income, statement of April 30, 2004 stockholders' equity and the related unaudited statements statement of operations, partners' capital and cash flows of Seller Company as of and for the four months eight-month period ended April 30August 31, 2004 1995 (such financial statements, including the notes thereto, the "UNAUDITED FINANCIAL STATEMENTS") (the latest balance sheet included in the Unaudited Financial StatementsStatements is referred to herein as the "LATEST BALANCE SHEET"). The items referred Between the date hereof and the Closing Date, Company and the Shareholders will furnish to Purchaser as soon as available and in subsections any event within thirty (30) days after each month-end, the balance sheet and statement of income of Company for each of the fiscal months ended after August 31, 1995 prepared based on the use of "first-in, first-out" method for valuation of inventory (the "INTERIM FINANCIAL STATEMENTS"). Except as set forth in the Disclosure Schedule, the Audited Financial Statements, the Unaudited Financial Statements and the Interim Financial Statements (i) are or, in the case of the Interim Financial Statements, will be prepared in conformity with the books and records of Company; (ii) are sometimes hereinafter referred to collectively as fairly present or, in the "case of the Interim Financial Statements." The Audited Financial Statements present fairly, in all material respectswill fairly present, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, Company as of the respective dates thereof and the results of its operations and cash flows of Company for the years periods then ended ended; and (iii) have been or, in the case of the Interim Financial Statements, will be, prepared in conformity with GAAP generally accepted accounting principles consistently applied on a consistent basis. The for all periods, subject in the case of the Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject Interim Financial Statements to normal (A) year-end adjustments, which adjustments are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting expected to be material, and (B) information otherwise required for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements presentation in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to generally accepted accounting principles (such as the "Financial Statement Datefootnotes)."

Financial Statements. (a) Attached as Schedule 5.4(aSellers have delivered or made available to Purchasers (a) hereto are the unaudited, adjusted pro forma non-GAAP income and cash flow statements of the Business for the year ended March 31, 2014 and (ib) audited year-end balance sheets the adjusted pro forma, unaudited working capital statement of Seller the Business as of December March 31, 2001, 2002 and 2003 and 2014 (the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended “Working Capital Statement Date”) (such financial statements, including the notes theretotogether, the "Audited “Business Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"”). The items referred Business Financial Statements have been prepared in good faith and derived from the financial books and records maintained by Sellers for the Business. The Business Financial Statements have not been prepared in accordance with GAAP but have been prepared consistent with Sellers’ past practice. The reserves set forth on the Business Financial Statements have been prepared in accordance with GAAP, consistent with Sellers’ past practice. The Business Financial Statements do not reflect adjustments for stock compensation, depreciation, amortization of intangible assets, foreign currency gains and losses, income tax accounting, or purchase accounting adjustments related to Parent’s acquisition of the assets of any Seller, including separating the financial statements between the predecessor and successor periods. The Business Financial Statements also include revenue and expenses related to the allocation of general and administrative, information technology and facilities costs, which have been estimated in subsections (i) good faith but which may not be representative of the costs the Business would have incurred had the Business been held and (ii) are sometimes hereinafter referred to collectively as operated on a standalone basis; provided however, that no allocation was made for corporate marketing and branding costs which may have benefited the "Financial Statements." The Audited Business. After taking into account the preceding exceptions, the Business Financial Statements present fairly, fairly in all material respects, the working capital, financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its the operations and cash flows of the Business for the years then ended in conformity with GAAP applied on a consistent basisrespective periods therein stated. The Unaudited Business Financial Statements were prepared are derived from the books audited year-end financial statements of Parent and records all work papers, schedules and other documents reflecting the manner in which the Business Financial Statements have been derived from and reconciled with the audited year-end financial statements of Seller Parent have been provided to Purchasers and present fairlyare true, correct and complete in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) Hardware has furnished to WMT its audited year-end -------------------- statement of income and retained earnings and balance sheets of Seller as of for the two (2) calendar years ended December 31, 20011993 and 1994, 2002 and 2003 and its unaudited interim financial statements for the related audited statements of operationsperiod ended November 30, partners' capital and cash flows of Seller for each 1995. At Closing Hardware shall deliver to WMT a balance sheet (the "Closing Balance Sheet") dated as of the fiscal years then ended (Closing Date. The balance sheet at November 30, 1995 is hereinafter referred to as the "November Balance Sheet," and all such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Hardware Financial Statements." The Audited Hardware Financial Statements present fairlyhave been and will be complete, true and accurate in all material respectsrespects and, except for any interim financial statements as of and for periods not ending on December 31 in any year, have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved, and are and will be in accordance with Hardware's books and records, and fairly present the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, Hardware and the results of its operations as of the date and cash flows for the years then ended periods indicated thereon, subject in conformity with GAAP applied on a consistent basis. The Unaudited the case of the unaudited portion of the Hardware Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustmentsaudit adjust- ments, which will not be material and the absence of footnote disclosures. At the date of the November Balance Sheet and the Closing Balance Sheet, Hardware had and will have no liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise) not reflected on such Balance Sheets or the accompanying notes thereto except for liabilities and obligations as may have arisen in the ordinary course of business prior to the date of said Balance Sheet and which, under GAAP, would not have been required to be reflected on such Balance Sheet and except for liabilities incurred in the ordinary course of business since the date of said Balance Sheet which are not material usual and normal in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) Fox shall engage its auditors to perform an audit of the financial statements of (x) the A&S Business and (y) Newco (before giving effect to the Internal Restructuring) and will provide Ainge, as promptly as reasonably practicable after the date hereof (and in any event, within twelve (12) weeks after the date of this Agreement) with (A) the audited year-end combined and consolidated financial statements of (1) the A&S Business and (2) Newco (before giving effect to the Internal Restructuring) (except that for Newco, only an opening balance sheet shall be required), including the combined and consolidated balance sheets of Seller (I) the A&S Business and (II) Newco (before giving effect to the Internal Restructuring) as of December 31, 20012016 and December 31, 2002 and 2003 2017, and the related audited combined and consolidated statements of operationsearnings, partners' capital and cash flows and parent equity of Seller (X) the A&S Business and (Y) Newco (before giving effect to the Internal Restructuring) for each of the fiscal years then ended (such financial statementsDecember 31, including the notes 2015, December 31, 2016 and December 31, 2017, together with an audit report, without qualification or exception thereto, on the "financial statements from the independent accountants for the A&S Business and Newco (collectively, the “Audited Financial Statements"”) (it being understood, however, that the A&S Business has not been operating historically as a separate “standalone” entity or reporting segment and, therefore, the Audited Financial Statements will reflect certain cost and other allocations made that may not reflect what would have been incurred if the A&S Business had been a standalone business) and (iiB) an unaudited balance sheet a reconciliation of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairlyto the A&S Business Unaudited Financial Data. Fox will, in all material respectsas promptly as practicable procure, at its expense, the financial position delivery of Seller at December 31, 2001, 2002 and 2003, respectively, and the results consents of its operations and cash flows for independent accountants required to be filed with the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."Ainge Form S-4 Registration Statement;

Financial Statements. (a) Attached The financial statements filed with the Commission as Schedule 5.4(a) hereto are (i) audited year-end balance sheets a part of Seller as the Registration Statement, the Time of December 31, 2001, 2002 and 2003 Sale Prospectus and the related audited statements of operationsProspectus, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and together with the related unaudited statements of operationsschedules and notes, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller the Company and its subsidiaries at December 31, 2001, 2002 and 2003, respectively, the dates indicated and the results statement of its operations operations, stockholders’ equity and cash flows of the Company and its subsidiaries for the years then ended periods specified; said financial statements have been prepared in conformity with GAAP U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basisbasis throughout the periods involved except, in the case of unaudited financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes as permitted by the applicable rules of the Commission. The Unaudited Financial Statements were prepared from selected financial data incorporated by reference in the books Registration Statement, the Time of Sale Prospectus and records of Seller and the Prospectus present fairly, in all material respects, Seller's financial position at April 30, 2004, the information shown therein and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied have been compiled on a basis consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage with that of completion or similar method of accounting for revenue, income or cost recognition purposesthe audited financial statements incorporated by reference therein. Except as described in Schedule 5.4(a) hereto included therein, no historical or reflected pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus under the Securities Act. The financial data set forth in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the captions “Prospectus Supplement Summary—Recent Developments—Preliminary Financial Statements (including Information for the notes thereto)Quarter Ended June 30, Seller has not 2019” and “Capitalization” fairly present in all material respects the information set forth therein on a basis consistent with that of the audited financial statements contained in the past 5 fiscal years written off any research Registration Statement, the Time of Sale Prospectus and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other PersonProspectus. All properties used disclosures contained in the Business during Registration Statement, any preliminary prospectus, the period covered Prospectus and any free writing prospectus that constitute non-GAAP financial measures (as defined by the Financial Statementsrules and regulations under the Securities Act and the Exchange Act) comply in all material respects with Regulation G under the Exchange Act and Item 10 of Regulation S-K under the Securities Act, including as applicable. To the Purchased Assets and all liabilities Company’s knowledge, no person who has been suspended or barred from being associated with a registered public accounting firm, or who has failed to comply with any sanction pursuant to Rule 5300 promulgated by the PCAOB, has participated in or otherwise aided the preparation of, or audited, the financial statements, supporting schedules or other financial data filed with the Commission as a part of the BusinessRegistration Statement, are reflected in the Financial Statements in accordance with Time of Sale Prospectus and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateProspectus."

Financial Statements. Section 3.3(a) of the Seller Disclosure Schedule sets forth audited combined statements of selected assets, selected liabilities and parent funding of a combination of Verizon Hawaii and carved-out components of Verizon Information Services, Verizon Internet Services, Inc. and Verizon Long Distance, as at December 31, 2002 and as at December 31, 2003 (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller such statement as of December 31, 2003, the “2003 Statement of Selected Assets”), and related audited combined statements of income and cash flow for the 12 months ended December 31, 2001, December 31, 2002 and December 31, 2003 and an unaudited combined statement of selected assets, selected liabilities and parent funding as of March 31, 2004 (the “Interim Statement of Selected Assets”) and related audited unaudited combined statements of operationsincome for the three-month period ended March 31, partners' capital 2004 (the foregoing, collectively, and cash flows of Seller for each of the fiscal years then ended (such financial statements, including together with the notes thereto, the "Audited “Financial Statements"”). Such Financial Statements have been prepared from the books and records of the Company, its Subsidiaries and the Contributing Companies (to the extent relating to the use or operation of the Verizon AssetCo Assets) and their Affiliates in accordance with GAAP (iiit being understood, in the case of the Interim Statement of Selected Assets, that such statement is subject to normal year-end adjustments that are not, in the aggregate, material and does not contain footnotes) an unaudited balance sheet of Seller applied on a consistent basis throughout the periods involved (except as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (noted in any such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (iStatement) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the combined financial position and operating results of Seller at Verizon Hawaii and carved-out components of Verizon Information Services, Verizon Internet Services, Inc. and Verizon Long Distance as of the dates and for the periods indicated therein. Since December 31, 2001, 2002 and 2003, respectivelythe Company, its Subsidiaries and the results Contributing Companies (to the extent relating to the use or operation of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are Verizon AssetCo Assets) have not material in amount. Seller does not utilize changed any percentage of completion or similar method of accounting for revenueor accounting policies, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent than those changes required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The Company has made available to Buyer true and complete copies of: (i) the audited year-end financial statements of the Parent, including the consolidated balance sheets of Seller as of December 3127, 20012008 and December 26, 2002 and 2003 2009 and the related audited statements of operationsincome, partners' capital shareholders’ equity and cash flows of Seller thereof for each of the respective fiscal years then ended (such financial statementsended, including the notes thereto, thereto (the "“Audited Financial Statements") ”); and (ii) an the unaudited financial statements of Parent, including (a) the unaudited consolidated balance sheet of Seller Parent as of April 30December 25, 2004 2010 and the related unaudited statements of operationsincome, partners' capital shareholders’ equity and cash flows of Seller thereof for the four fiscal year then ended and (b) the unaudited consolidated balance sheet of Parent as of June 25, 2011 and the unaudited statements of income, shareholders’ equity and cash flows thereof for the six months then ended April 30, 2004 (such financial statements, including the notes theretotogether, the "“Unaudited Financial Statements"” and together with the Audited Financial Statements, the “Financial Statements”). The items referred to Except as disclosed in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited , the Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectivelyhave been prepared from, and the results of its operations and cash flows for the years then ended are in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from accordance with, the books and records of Seller Parent and the Subsidiaries and present fairlyfairly the financial position, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and changes in shareholders’ equity and cash flows of Parent and the Subsidiaries as of the dates and for the four months then ended applicable periods indicated. Except as set forth on Schedule 2.4 attached hereto, the Financial Statements were prepared in conformity with GAAP United States generally accepted accounting principles (“GAAP”) consistently applied on a consistent basisthroughout the periods covered thereby, subject to normal year-recurring year end adjustments, adjustments and the absence of notes which are not not, individually or in the aggregate, material in amount. Seller does not utilize any percentage the case of completion or similar method of accounting for revenue, income or cost recognition purposesthe Unaudited Financial Statements. Except as described in set forth on Schedule 5.4(a) hereto 2.4 attached hereto, there is no fact or reflected in condition that would require a restatement of any of the Financial Statements (including and, to the notes thereto)Sellers’ Knowledge, Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed auditors of the book value Audited Financial Statements have no intention of requiring a restatement of any assets, liabilities of the Audited Financial Statements or goodwill modifying or reissuing its auditor’s report with respect to any of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Audited Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Seller has delivered to Purchaser (i) its audited year-end financial statements, including the balance sheets sheet of Seller the business operated at the Restaurants as of December 31, 20012013, 2002 and 2003 and the related audited statements of operationsincome, partners' capital shareholders’ equity and cash flows of Seller for each of the fiscal years then ended on December 31, 2013, December 31, 2012 and December 31, 2011 (such collectively, the “Audited Financial Statements”); and (ii) its unaudited financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller the business operated at the Restaurants as of April June 30, 2004 2014 and the related unaudited statements of operationsincome, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations shareholders’ equity and cash flows for the years then ended in conformity period from January 1, 2014 to said date (collectively, the “Interim Financial Statements” and together with GAAP applied on a consistent basisthe Audited Financial Statements, the “Financial Statements”). (b) The Unaudited Financial Statements were prepared from the books and records of Seller referred to in Section 2.6(a) are true, correct and complete, have been prepared in accordance with generally accepted accounting principles consistently applied and accurately present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows of the Restaurants for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are periods covered thereby. There has not material in amount. Seller does not utilize been any percentage change between the date of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including and the notes theretodate of this Agreement which has materially affected the financial condition, assets, liabilities, results of operations of the Restaurants and, except as set forth in Schedule 2.6(b), no fact or condition exists or is contemplated or threatened which may cause any such change at any time in the future. (c) Without limiting the foregoing since last audit date and interim period end date with respect to the Restaurants: (i) Seller has not incurred any obligation or liability (absolute or contingent) except current liabilities incurred in the past 5 fiscal years written off any research ordinary course of conduct of business and development costs, incurred any reorganization, restructuring or similar costs or changed obligations under Contracts entered in the book value ordinary course of any assets, liabilities or goodwill of any business acquired by Seller. business; and (ii) Seller has no obligation to make not paid, loaned or advanced any additional Investments in amounts to, or sold, transferred, leased, subleased or licensed any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Real Properties or Purchased Assets to, or entered into any agreement or arrangements with, any Affiliate or associate (and all liabilities any of such transactions shall have been terminated on or before the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAPClosing Date). The date of April 30, 2004, is herein referred to as the "Financial Statement Date."SECTION 2.7

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end Undisclosed Liabilities; Absence of Certain Changes or Events. Insight has delivered to TCI complete and correct copies of an unaudited trial balance sheets of Seller sheet for each Insight System as of April 21, 1998 and an unaudited income and expense summary statement for each Insight System for the year ended December 31, 2001, 2002 and 2003 1997 and the related audited statements three-month period ended March 31, 1997, including all notes and schedules thereto (all of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the statements and notes thereto, the being hereinafter referred to as "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Insight's Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Insight's Financial Statements present fairlyare in accordance with the books and records of Insight, were prepared in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity accordance with GAAP applied on a consistent basisbasis throughout the periods covered thereby, and, except as may be described therein, present fairly the financial condition of Insight at the dates and for the periods indicated, subject only to standard year-end adjustments and the omission of footnotes. The Unaudited Financial Statements unaudited trial balance sheets of Insight as of April 21, 1998 are herein called the "Insight Balance Sheets." At the date of the Insight Balance Sheets, Insight had no material liabilities required by GAAP to be reflected or reserved against therein that were prepared from not fully reflected or reserved against on the books and records Insight Balance Sheets, other than liabilities as set forth on Schedule 5.10. Except as set forth on Schedule 5.10, since the date of Seller and present fairlythe Insight Balance Sheets through the date of this Agreement: (x) Insight has not incurred any obligation or liability (contingent or otherwise), except normal trade or business obligations incurred in all the ordinary course of business, the performance of which will not, to Insight's Knowledge, individually or in the aggregate, have a material respects, Seller's adverse effect on the financial position at April 30, 2004, and condition of Insight or the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not of Insight's Cable Business; (y) there has been no material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected adverse change in the Financial Statements Insight Assets comprising any Insight System or in the business, condition, financial or otherwise, or liabilities of Insight's Cable Business or any Insight System and, to Insight's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a change in the future; and (z) Insight's Cable Business has been conducted only in the ordinary course of business consistent with past practice. For the purpose of this Agreement, the impact of general economic conditions (including the notes theretochanges in capital and financial markets), Seller has not governmental legislation and regulations and other events which affect the cable industry as a whole in the past 5 fiscal years written off any research and development costsState of Utah or the United States, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller shall not be considered in determining whether there has no obligation to make any additional Investments in any other Person. All properties used been a material adverse change in the Business during the period covered by the Financial Statementsbusiness, including the Purchased Assets and all condition, financial or otherwise or liabilities of Insight's Cable Business or any Insight System or the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateInsight Assets."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) The Company has made available to Parent the audited year-end consolidated balance sheets of Seller the Company as of each of the fiscal years ended December 31, 2001, 2002 2011 and 2003 2012 (the “Audited Balance Sheets”) and the related audited consolidated statements of operationsincome, partners' capital stockholders’ equity and cash flows of Seller the Company for each of the fiscal years then ended (such financial statements, including the notes theretocollectively, the "“Audited Financial Statements") and (ii) an ”). The Company has also made available to Parent the unaudited consolidated balance sheet of Seller the Company as of April 30, 2004 2013 (the “Current Balance Sheet”) and the related unaudited consolidated statements of operations, partners' capital operations and cash flows of Seller the Company for the four months four-month period then ended April 30, 2004 (such financial statements, including the notes theretocollectively, the "Unaudited “Current Financial Statements"”). The items date of the Current Balance Sheet is referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively herein as the "Financial Statements“Current Balance Sheet Date." ” The Audited Financial Statements, the Current Financial Statements present fairlyand the interim financial statements (the “Interim Financial Statements”) to be delivered pursuant to Section 5.3 hereof (collectively, the “Financial Statements”) have been (or, in all material respectsthe case of the Interim Financial Statements, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were will be) prepared from the books and records of Seller the Company and its Subsidiaries in accordance with generally accepted accounting principles applied as of the date the financial statements were prepared and applied consistently with past practices (“GAAP”) and fairly present fairlythe financial condition and results of operation of the Company and its Subsidiaries as at the dates of, in all material respectsand for the periods covered by, Seller's financial position at April 30such Financial Statements. The Audited Financial Statements have been certified without qualification by PricewaterhouseCoopers LLP, 2004the Company’s independent public accountants. The Current Financial Statements do not, and the results of its operations Interim Financial Statements will not, include footnotes and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, are subject to normal customary year-end adjustmentsadjustments (the effect of which will not, which are not material in amount. Seller does not utilize any percentage of completion individually or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes theretoaggregate, be material and adverse), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. Shareholders have delivered to Purchaser the following (a) Attached as Schedule 5.4(a) hereto are the "Financial Statements"): (i) audited year-end balance sheets combined statements of Seller financial position, results of operations, changes in stockholder's equity and cash flows as of and for the years ended December 31, 20011993, 2002 1994 and 2003 1995, for the Companies and the related audited statements of operations, partners' capital and cash flows of Seller Subsidiary for each of the fiscal such years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet combined statements of Seller as of April 30financial position, 2004 and the related unaudited statements results of operations, partners' capital changes in stockholder's equity and cash flows as of Seller and for the four six months ended April June 30, 2004 1996, for the Companies and Subsidiary (such financial statements, including the notes thereto, the "Unaudited Most Recent Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto)) were prepared in accordance with generally accepted accounting principles applied on a consistent basis during the periods involved; provided, Seller has not however, that the Most Recent Financial Statements are subject to normal year-end adjustments and lack footnotes and other presentation items. The Financial Statements fairly present the financial position of the Companies and Subsidiary as of the respective dates thereof and the results of their operations, cash flows and changes in financial position for the periods then ended. Shareholders will provide to Purchaser unaudited combined statements of, results of operations and cash flows for the nine months ended September 30, 1995 and 1996, an unaudited combined statement of changes in stockholders' equity for the nine months ended September 30, 1996 and an unaudited combined balance sheet as of September 30, 1996 of the Companies and Subsidiary as soon as they become available but no later than November 15, 1996. In addition to providing consolidated financial statements of the Companies and Subsidiary for the September 30, 1996 periods, Shareholders will use reasonable efforts to cooperate with and assist the Purchaser in the past 5 fiscal years written off preparation of such financial statements of the Companies as may be necessary in connection with preparation of a report on Form 8-K (as promulgated under the Securities Exchange Act of 1934, as amended) with respect to the transaction contemplated hereby. None of the Companies or Subsidiary has any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation obligations, accrued, absolute, contingent or otherwise, which are required, in accordance with generally accepted accounting principles consistently applied, to make any additional Investments in any other Person. All properties used be set forth in the Business during the period covered by balance sheets included in the Financial Statements, including the Purchased Assets and all liabilities of the Businessother than those (x) reflected, are reflected disclosed or reserved against in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30such balance sheets, 2004, is herein referred to as the "Financial Statement Date."(y) liabilities

Financial Statements. (a) Attached The Corporations have delivered to WCI, as Schedule 5.4(a3.7, copies of financial statements ("FINANCIAL STATEMENTS") hereto are (i) audited year-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the Corporations', CRC's and FBLP's three most recent fiscal years then ended ending December 31, 1998 (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial StatementsBALANCE SHEET DATE"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Such Financial Statements for CRC and FBLP are presented on both an individual and combined basis. Such Financial Statements for the Corporations have been internally prepared. Such Financial Statements of CRC and FBLP for the fiscal years ending December 31, 1996 and 1997 have been audited by Perkxxx & Xompany, P.C. The Financial Statements for the three most recent fiscal years present fairly, in all material respects, the financial position positions of Seller at December 31, 2001, 2002 the respective Corporations and 2003, respectively, CRC and FBLP as of the end of such fiscal years and the results of its their operations and their cash flows for the years then ended ended, and in conformity the case of CRC and FBLP, conform with GAAP applied on a consistent basis. The Unaudited generally accepted accounting principles except, in the case of the unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity fiscal year ending December 31, 1998, for the lack of explanatory footnote disclosures. Such footnote disclosures, if included with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the unaudited Financial Statements, including would be substantially similar in description and content to the Purchased Assets and all liabilities of the Business, are reflected footnote disclosure in the audited Financial Statements in accordance with and for the year ended December 31, 1997. Except to the extent required by GAAP. The date reflected or reserved against in any of April 30the Corporations', 2004CRC's or FBLP's balance sheets as of the Balance Sheet Date, is herein referred or as disclosed on Schedule 3.7 or Schedule 3.8, none of the Corporations, CRC or FBLP had as of the Balance Sheet Date, nor will any of the Corporations, CRC or FBLP have as of the Closing Date, any liabilities of any nature, whether accrued, absolute, contingent or otherwise, including, without limitation, tax liabilities due or to as become due, other than liabilities incurred in the "Financial Statement ordinary course of business since the Balance Sheet Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Company has previously delivered to Bxxxxxx copies of (i) audited year-end the balance sheets sheet of Seller WIMI as of December 31, 20011996, 2002 and 2003 and the related audited statements of operations, partners' capital retained earnings and cash flows for the year ended December 31, 1996, together with the related notes, which were compiled by and accompanied by the report of Seller for each of the fiscal years then ended (such financial statementsSoreno McAdamo Bartells Certified Public Accountants, including the notes theretoInc., the "Audited Financial Statements") and independent public accountants; (ii) an internally prepared balance sheet and statement of income and expense for Catch as of December 31, 1996; and (iii) the unaudited balance sheet sheets of Seller both WIMI and Catch as of April 30December 31, 2004 1997, and the related unaudited statements of operationsincome, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements")12-month period then ended. The items above described unaudited balance sheets of Company as of December 31, 1996, and December 31, 1997, and the related unaudited statements of income for the 12 months then ended are hereinafter collectively referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Company Financial Statements." The Audited Company Financial Statements fairly present fairlythe results of the operations and changes in stockholders' equity and financial position of Company for the respective fiscal periods or as of the respective dates therein set forth. The unaudited balance sheet and income statement of Company as at April 30, in all material respects1998, for the four (4) month-period then ended (the "Short 1998 Financial Statements"), fairly presents the financial position of Seller the Company as at December 31April 30, 2001, 2002 and 2003, respectively1998, and the results of its operations and cash flows for the years four (4) month-period then ended and have been prepared in conformity a manner consistent with GAAP applied the Company Financial Statements. There are no adjustments that would be required on audit of the Short 1998 Financial Statements that would, individually or in the aggregate, have a consistent basismaterial negative effect upon Company's reported financial condition. All activity of Company is reported in its financial statements. There are no off financial statement items and no related party transactions. As of the Effective Time, the Company shall have a net book value of not less than $500,000. The Unaudited Financial Statements were prepared Company's net book value shall be equal to its assets, minus its liabilities determined from the books of Company and records in accordance with GAAP. If, upon completion of Seller and present fairlythe accounting for the period beginning January 1, in all material respects, Seller's financial position at April 30, 20041998, and ending the results of its operations and cash flows for Effective Time, it is determined that the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the net book value of any assetsCompany is less than $500,000, liabilities or goodwill of any business acquired Shareholders and Dissenter shall pay to Bxxxxxx an amount equal to the difference between such actual net book value and $500,000 (the "Deficit"). The Deficit shall be paid to Bxxxxxx, first, by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities utilization of the Business, are reflected in the Financial Statements in accordance with provisions of Section 7.4 relating to cash and Shares subject to holdback to the extent required thereof and next, by GAAP. The date cash payment, all subject to the terms and conditions of April 30, 2004, is herein referred to as this Agreement that may require or limit the "Financial Statement Datepayment of the Deficit."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) Neovasc has delivered to Parent and B-Balloon the audited year-end balance sheets financial statements of Seller Neovasc as of and for the years ended December 31, 2001, 2002 2005 and 2003 2006 and the related audited unaudited financial statements of operationsNeovasc as of and for the year ended December 31, partners' capital 2007 (the “Neovasc Financial Statements”), which are attached as Schedule 5.6. The Neovasc Financial Statements, together with the notes thereto, have been prepared in accordance with GAAP. Neovasc shall deliver the audited financial statements for and cash flows of Seller for each as of the fiscal years then year ended (December 31 2005, 2006 and 2007 prepared in accordance with GAAP by the Closing and such financial statements, including provided that there is no significantly adverse change to Parent or B-Balloon from the financial statements delivered to Parent and B-Balloon prior to the date hereof shall be included as part of the Neovasc Financial Statements for purposes of this Agreement. The Neovasc Financial Statements, together with the notes theretothereto are and will be true and correct in all material respects and fairly present and will fairly present in all material respects the assets, the "Audited Financial Statements") liabilities and (ii) an unaudited balance sheet shareholders’ equity of Seller Neovasc as of April 30the dates, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30periods, 2004 (such indicated therein, subject, in the case of unaudited interim financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end audit adjustments, which shall not be material. No event has occurred and nothing has come to the attention of Neovasc since December 31, 2007 to indicate that the Neovasc Financial Statements did not fairly present in all material respects the assets, liabilities and shareholders’ equity of Neovasc as of the date thereof. Except as set forth in the Neovasc Financial Statements or Schedule 5.6(a), Neovasc has no liabilities of any nature, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 31, 2007 that do not exceed, in the aggregate, $50,000, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under GAAP to be reflected in the Neovasc Financial Statements, which, individually or in the aggregate, are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date financial condition or operating results of April 30, 2004, is herein referred to as the "Financial Statement DateNeovasc."

Financial Statements. (a) Attached as Referred to on Schedule 5.4(a) hereto 3.1(i), and incorporated therein by reference to the draft Registration Statement on Form S-1 dated June 26, 2008 included in the Disclosure Materials, are (i) audited year-end the unaudited balance sheets of Seller the Company as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each of the fiscal years then ended (such financial statements, including the notes thereto, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April September 30, 2004 2007 and 2006 and the related unaudited statements of operationsincome, partners' capital stockholders equity and cash flows flow for each of Seller the twelve months then ended (the “ Annual Company Statements”); (ii) the unaudited balance sheet of the Company as of March 31, 2008 and the related unaudited statements of income and cash flow for the four months six month period then ended April (the “Interim Company Statements”; and collectively with the Annual Company Statements, the “Company Financial Statements”); (iii) the audited consolidated balance sheets of TableMAX as of September 30, 2004 2007 and 2006 and the related audited consolidated statements of income, members’ equity and cash flow for each of the twelve month periods then ended (such financial statementsthe “Audited TableMAX Statements”); and (iv) the unaudited consolidated balance sheet of TableMAX as of March 31, including 2008, and the notes theretorelated unaudited consolidated statements of income and cash flow for the six month period then ended (the “Interim TableMAX Statements”; and collectively with the Audited TableMAX Statements as the “TableMAX Financial Statements”) (the TableMAX Financial Statements and the Company Financial Statements collectively, the "Unaudited “Financial Statements"”). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited TableMAX Financial Statements present fairly, comply in all material respectsrespects with accounting requirements and the rules and regulations of the Commission currently in effect with respect. Such TableMAX Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved, except as may be otherwise specified in theTableMAX Financial Statements or the notes thereto and except that the Interim TableMAX Statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, TableMAXas of the dates thereof and the results of its operations and cash flows for the years periods then ended ended, subject, in conformity the case of the Interim TableMAX Statements, to normal, year-end audit adjustments. The Company Financial Statements have been prepared in accordance with good accounting practices and fairly present in all material respects the financial position of the Company, as applicable, as of the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of the Interim Company Financial Statements, to normal, year-end audit adjustments. The Audited Annual Company Statements and the final version of the Interim Company Statements to be delivered to the Purchaser prior to or at the Closing will (i) comply in all material respects with accounting requirements and the rules and regulations of the Commission currently in effect with respect; (ii) have been prepared in accordance with GAAP applied on a consistent basis. The Unaudited Financial basis during the periods involved, except as may be otherwise specified in therein or in the notes thereto and except that the Interim Company Statements were prepared from the books and records of Seller and may not contain all footnotes required by GAAP, (iii) fairly present fairly, in all material respects, Seller's respects the financial position at April 30, 2004, of the Company as of the dates thereof and the results of its operations and cash flows for the four months periods then ended ended, subject, in conformity with GAAP applied on a consistent basisthe case of the Interim Company Statements, subject to normal normal, year-end audit adjustments, which are ; and (iv) not reflect any material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected adverse changes from the Company Financial Statements included in the Financial Statements (including the notes thereto)draft Registration Statement on Form S-1 dated June 26, Seller has not 2008 included in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateDisclosure Materials."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are (i) audited year-end Section 2.7 of the Disclosure Schedules sets forth the pro forma unaudited consolidated balance sheets sheet of Seller the Companies and the Company Subsidiaries as of December 31, 20012008, 2002 and 2003 and the related audited statements consolidated statement of operations, partners' capital income and cash flows of Seller for each retained earnings of the fiscal years Companies and the Company Subsidiaries for the year then ended, together with the notes to such financial statements (collectively, the “Year End Financial Statements”). Section 2.7 of the Disclosure Schedules also sets forth the pro forma unaudited consolidated balance sheet of the Companies and the Company Subsidiaries as of June 30, 2009 (the “Balance Sheet Date”), and the related consolidated statement of income and retained earnings of the Companies and the Company Subsidiaries for the six-month period then ended (such financial statementsthe “Interim Financial Statements” and, including together with the notes theretoYear-End Financial Statements, the "Audited “Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"”). The items referred Financial Statements have been prepared based upon the books and records of Coinstar and the financial statements of Coinstar relating to the Companies and the Company Subsidiaries and in subsections accordance with the accounting policies and practices set forth on Section 2.7 of the Disclosure Schedules (the “Agreed Accounting Policies”). The Year-End Financial Statements (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at the Companies and the Company Subsidiaries as of December 31, 2001, 2002 and 2003, respectively, 2008 and the results of its operations of the Companies and cash flows the Company Subsidiaries for the years year then ended ended, in conformity with GAAP applied generally accepted accounting principles (“GAAP”) (subject to the Agreed Accounting Policies), (ii) are accurate and complete (subject to the Agreed Accounting Policies), (iii) have been based on a consistent basis. The Unaudited Financial Statements were prepared reasonable assumptions, accruals and allocations (as set forth in the Agreed Accounting Policies) and (iv) are derived from the books and records of Seller Coinstar and the financial statements of Coinstar prepared in accordance with GAAP included in Coinstar’s filings under the Exchange Act. The Interim Financial Statements (i) present fairly, in all material respects, Seller's the financial position at April 30, 2004, of the Companies and the Company Subsidiaries as of the Balance Sheet Date and the results of its operations of the Companies and cash flows the Company Subsidiaries for the four months six-month period then ended ended, in conformity with GAAP applied on a consistent basis, (subject to the Agreed Accounting Policies) except for (A) normal year-end adjustments, which and (B) the omission of footnote disclosures required by GAAP, (ii) are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenueaccurate and complete (subject to the Agreed Accounting Policies), income or cost recognition purposes. Except (iii) have been based on reasonable assumptions, accruals and allocations (as described in Schedule 5.4(a) hereto or reflected set forth in the Financial Statements Agreed Accounting Policies) and (including iv) are derived from the notes thereto), Seller has not in books and records of Coinstar and the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value financial statements of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements Coinstar prepared in accordance with and to GAAP included in Coinstar’s filings under the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement DateExchange Act."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are 3.7.1 Seller has provided to Buyer (i) the audited year-end balance sheets combined statements of Seller financial position of Whirlpool Corporation – Compressors unit as of and for the periods ended December 31, 2015 and December 31, 2016; (ii) the audited combined statements of profit or loss and cash flows of Whirlpool Corporation – Compressors unit for the periods ended December 31, 2015 and December 31, 2016; (iii) an unaudited combined statement of financial position of Whirlpool Corporation – Compressors unit as of December 31, 20012017 (the combined statement of financial position of such unit as of December 31, 2002 2017 being referred to herein as the “Reference Date Balance Sheet”) and 2003 and the related audited statements (iv) an unaudited combined statement of operations, partners' capital profit or loss and cash flows of Seller Whirlpool Corporation – Compressors unit for each of the fiscal years then period ended December 31, 2017 (such the foregoing financial statements, including the notes thereto, the "Audited “Financial Statements") and (ii) an unaudited balance sheet of Seller ”). Except as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes theretoset forth on Schedule 3.7, the "Unaudited Financial Statements"). The items referred to : (a) have been prepared from the books and records of Seller, the Press Sellers and Transferred Press Subsidiaries, as applicable, (1) in subsections the case of the Financial Statements described in clauses (i) and (ii) are sometimes hereinafter referred to collectively in accordance with IFRS on the basis of the same accounting principles, consistently applied, throughout the period indicated, except as otherwise noted therein, (2) in the "Financial Statements." The Audited case of the Financial Statements present fairlydescribed in clauses (iii) and (iv) in accordance with US GAAP on the basis of the same accounting principles, in all material respectsconsistently applied, throughout the financial position of Seller at December 31periods indicated, 2001, 2002 and 2003, respectively, and the results of its operations and cash flows for the years then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basisexcept as otherwise noted therein, subject to normal year-end adjustmentsadjustments and lack of footnote disclosure therein, which are not and (b) present fairly in all material respects the financial condition and the results of operations, cash flows and changes in amountstockholders’ equity of the Press Business as at their respective dates and for the periods indicated. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the The audited Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered have been approved by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Daterelevant auditors without qualifications."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are The (i) Interim Financial Statements, (ii) the audited year-end balance sheets annual financial statements of Seller the Company for the years ended June 30, 2023 and 2022, including the schedules thereto, the auditor’s report thereon and the notes in respect thereof (the “Annual Financial Statements” and together with the Interim Financial Statements, the “Financial Statements”), (iii) audited consolidated financial statements of the Predecessor LPs (as of such term is defined in the Prospectuses) for the financial years ended December 31, 20012022 and December 31, 2002 2021, audited consolidated financial statements of the Predecessor LPs from January 1, 2023 to the SFF Consolidation Date (as such term is defined in the Prospectuses), audited consolidated financial statements of SFF from August 11, 2023, the date of incorporation, to December 31, 2023, unaudited interim consolidated financial statements of SFF for the three months ended March 31, 2024 (together, the “SFF Financial Statements”), and 2003 (iv) the pro forma consolidated balance sheet as at March 31, 2024, and the related audited statements pro forma consolidated statement of operationsincome of the Company for the financial year ended June 30, partners' capital 2023 and the three and nine month period ended March 31, 2024, giving effect to the completion of the Acquisition (the “Pro Forma Financial Statements”). The Financial Statements, the SFF Financial Statements and the Pro Forma Financial statements, taken together, present fairly in all material respects the financial condition, results of operations and cash flows of Seller for each the Company, SFF and the Company following completion of the fiscal years then ended (such financial statementsSFF Transaction, including the notes theretoas applicable, the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller on a consolidated basis as of April 30, 2004 the dates and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30periods indicated, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, complies in all material respects, respects as to form with the financial position applicable accounting requirements of Seller at December 31, 2001, 2002 Securities Laws and 2003, respectively, and the results of its operations and cash flows for the years then ended have been prepared in conformity with GAAP applied on a consistent basis. The Unaudited International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”); the supporting schedules present fairly in accordance with IFRS the information required to be stated therein; neither the Company nor SFF has any liability or obligation (including, without limitation, liabilities or obligations to fund any operations or work, to give any guarantees or for taxes), whether accrued, absolute, contingent or otherwise, not reflected in the Financial Statements, the SFF Financial Statements were prepared from or the Pro Forma Financial statements, which could reasonably be expected to result in a Material Adverse Effect. In preparing such SFF Financial Statements and the Pro Forma Financial Statements, the Company has had limited access to the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, SFF and the results of its operations Predecessor LPs and cash flows for is not in a position to independently assess or verify information related to SFF and the four months then ended in conformity with GAAP applied on a consistent basis, subject Predecessor LPs that was used to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in prepare the SFF Financial Statements (including or the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Pro Forma Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are DDS has heretofore delivered to Pioneer (i) audited year-end balance sheets of Seller for DDS, ProAmerica, Inc. and ProAmerica Systems, Inc., each individually, as of December 31, 20011996, 2002 1995, and 2003 1994 and the related audited statements of operations, partnersincome and stockholders' capital equity and cash flows of Seller for DDS, ProAmerica, Inc. and ProAmerica Systems, Inc., each of individually, for the fiscal years twelve (12) months then ended (such financial statements, including in each case the notes thereto) audited by Arthxx Xxxexxxx XXX ("Arthxx Xxxexxxx"), certified public accountants who are "independent" under the provisions of SEC Regulation S-X (the "Audited Financial Statements") ), and (ii) an the unaudited consolidated DDS balance sheet of Seller as of April at September 30, 2004 1997 and the related unaudited consolidated statements of operations, partnersDDS income and stockholders' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, and the results of its operations equity and cash flows for the years portion of the year then ended in conformity with GAAP applied on (the "Interim Statements"). In addition, pursuant to Section 2.7(e), DDS shall have delivered to Pioneer a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairlyconsolidated audited DDS balance sheet as at December 31, in all material respects, Seller's financial position at April 30, 2004, 1997 and the results related consolidated audited statements of its operations DDS income and stockholders' equity and cash flows for the four twelve (12) months then ended (including the notes thereto) audited by Arthxx Xxxexxxx. Xxese December 31, 1997 financial statements shall be included as Audited Statements hereunder. All such financial statements are true, correct and complete and have been prepared in conformity accordance with GAAP applied on a consistent basisGAAP, except that the Interim Statements are subject to normal year-end adjustments, which are audit adjustments and do not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected contain the disclosures required by GAAP to be disclosed in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAPfinancial statements. The date balance sheets included therein present fairly the financial condition of April 30DDS and its consolidated Subsidiaries as at their respective dates, 2004, is herein referred to as and the "Financial Statement Datestatements of income and stockholders' equity and cash flows included therein present fairly the results of operations for the respective periods covered thereby."

Financial Statements. (a) Attached as Schedule 5.4(a4.1(e) hereto are (i) audited year-end balance sheets copies of Seller as the following unaudited financial statements of NSE and accompanying notes, which were compiled by Hein & Xssociates and which have previously been delivered to Acquiror on or before the date hereof: Balance Sheet and Income Statement of NSE at and for the year ended December 31, 20011996, 2002 and 2003 and the related audited statements Balance Sheet and Income Statement of operationsNSE at and for the period ended March 31, partners' capital and cash flows of Seller for each of 1997 (the fiscal years then ended (such financial statements, including the notes thereto, March 31,1997 Balance Sheet is hereinafter called the "Audited Financial Statements") and (ii) an unaudited balance sheet of Seller as of April 30, 2004 and the related unaudited statements of operations, partners' capital and cash flows of Seller for the four months ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial StatementsWarranted Balance Sheet"). The items referred to Such financial statements have been prepared in subsections (i) accordance with generally accepted accounting principles consistently applied throughout the periods reported upon and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements fairly present fairly, in all material respects, respects the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, NSE as of the date thereof and the results of its operations and cash flows for the years periods then ended in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairly, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, (subject to normal year-end adjustments). Audited financial statements for such periods in compliance with Regulation S-X promulgated under the Securities Exchange Act of 1934, accompanied by an audit report, shall be delivered to Acquiror as soon as practicable following the date hereof (which delivery shall be a condition precedent to Acquiror's obligations set forth in Section 5.2 hereof), and which shall contain no material adjustments, either in amount or effect, to the financial statements delivered herewith. REAL PROPERTIES. NSE currently leases real property at those locations identified on Schedule 4.1(f)(i) hereto pursuant to the true, correct and complete copies of the lease agreements attached to Schedule 4.1(f)(i). NSE owns or leases no other real estate. None of the leasehold interests held by NSE is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of NSE that are not material delinquent or are being contested in amountgood faith. Seller does not utilize any percentage There are no Encumbrances which materially interfere with the present use of completion or similar method of accounting for revenue, income or cost recognition purposessuch leasehold interests. Except as described in on Schedule 5.4(a4.1(f)(ii) hereto or reflected in the Financial Statements (including the notes thereto)hereto, Seller NSE has not in received any written notice from any governmental entity having jurisdiction over NSE or over any of the past 5 fiscal years written off real property leased by NSE of any research and development costsviolation by NSE of any law, incurred any reorganizationregulation or ordinance relating to zoning, restructuring environmental matters, local building or fire codes or similar costs matters relating to any of the real property leased by NSE or changed the book value of any assetscondemnation or eminent domain proceeding. Except such as has not had and is not reasonably likely to have a Material Adverse Effect, liabilities all of the buildings leased by NSE and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. NSE is not a party to any lease, sublease, lease assignment or goodwill other agreement for the use or occupancy of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Businessleasehold premises wherein NSE is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are reflected in no outstanding agreements with any party to acquire the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Dateleasehold premises or any portion thereof or any interest therein."

Financial Statements. (a) Attached Complete copies of the Purchaser’s audited financial statements consisting of the balance sheet of the Purchaser as Schedule 5.4(a) hereto are (i) audited year-end balance sheets of Seller at September 30, 2020 and as of December 31at September 30, 2001, 2002 and 2003 2019 and the related audited statements of operationsincome and retained earnings, partners' capital stockholders’ equity and cash flows of Seller flow for each of the fiscal years 12 month periods then ended (such financial statements, including the notes thereto, the "“Audited Financial Statements") ”), and (ii) an unaudited financial statements consisting of the balance sheet of Seller the Purchaser as of April at June 30, 2004 2021 and the related unaudited statements of operations, partners' capital income and retained earnings and cash flows of Seller flow for the four months three-month period then ended April 30, 2004 (such financial statements, including the notes thereto“Interim Financial Statements” and together with the Audited Financial Statements, the "Unaudited “Financial Statements")”) have been filed with the SEC and are publicly available. The items referred to in subsections (i) and (ii) are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements present fairly, have been prepared in all material respects, the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, accordance with GAAP and the results of its operations and cash flows for the years then ended Interim Financial Statements have been prepared in conformity accordance with GAAP GAAP, both as applied on a consistent basisbasis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end 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 the Audited Financial Statements). The Unaudited Financial Statements were prepared from are based on the books and records of Seller the Purchaser, and fairly present fairly, in all material respects, Seller's the financial position at April 30, 2004, condition of the Purchaser as of the respective dates they were prepared and the results of its the operations and cash flows of the Purchaser for the four months then ended in conformity with GAAP applied on periods indicated. The Purchaser maintains a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method standard system of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research established and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements administered in accordance with GAAP, as the case may be. The Purchaser acknowledges that, in making their decision to enter into this Agreement and the Transaction Documents and to consummate the extent required by GAAP. The date of April 30transactions contemplated hereby and thereby, 2004the Seller is expressly relying on the Purchasers’ representations and warranties in this Section 6.06 and that, is herein referred without such representations and warranties, the Seller would not have entered into this Agreement and the other Transaction Documents or consented to as the "Financial Statement Datetransactions contemplated hereby and thereby."

Financial Statements. (a) Attached as Schedule 5.4(a) hereto are Seller has delivered or caused to be delivered to Buyer: (i) audited yeara draft (which draft is substantially complete in all respects other than non-end balance sheets of Seller as of December 31, 2001, 2002 and 2003 and the related audited statements of operations, partners' capital and cash flows of Seller for each material modifications of the fiscal years then ended notes thereto and except that it is not accompanied by the report thereon of PriceWaterhouseCoopers) audited consolidated special purpose balance sheet of the Company and its Subsidiaries as at December 28, 2003 (such financial statementsaudited consolidated balance sheet, including the notes thereto, being referred to herein as the "Audited Financial StatementsCarve-Out Balance Sheet") ), and the related draft audited consolidated special purpose statements of operations and changes in investment of parent company and in cash flow for the fiscal year then ended, including the notes thereto;, (ii) an a draft (which draft is substantially complete in all respects other than non-material modifications of the notes thereto) unaudited consolidated special purpose balance sheet of the Company and its Subsidiaries as at March 28, 2004 (such unaudited, consolidated balance sheet of the Company and its Subsidiaries, including the notes thereto, being herein referred to as the "March 28th Carve-Out Balance Sheet"), and the related unaudited consolidated special purpose statements of operations and changes in investment of parent company and in cash flow for the fiscal quarter then ended, including the notes thereto; and (iii) the internal, unaudited consolidated balance sheet of the Company and its Subsidiaries as at May 23, 2004 (the "May 23rd Operating Balance Sheet"), which is attached hereto as Exhibit 3.4. On or before August 2, 2004, Seller will cause to be delivered to Buyer an unaudited special purpose consolidated balance sheet of the Company and its Subsidiaries (the "June 27th Carve-Out Balance Sheet") as at the close of April 30business on June 27, 2004 and the related unaudited statements consolidated statement of operations, partners' capital and cash flows of Seller income for the four six (6) months ended April 30, 2004 (such financial statementsthen ended, including the notes theretothereto (if any). On or before the date seven (7) days after the date hereof, Seller shall deliver to Buyer the Audited Carve-Out Balance Sheet, in final form, accompanied by the report thereon of PriceWaterhouseCoopers, and the March 28th Carve-Out Balance Sheet, in final form. The Audited Carve-Out Balance Sheet, the "Unaudited Financial Statements"). The items referred to in subsections (i) March 28th Carve-Out Balance Sheet and (ii) the June 27th Carve-Out Balance Sheet are sometimes hereinafter referred to collectively as the "Financial Statements." The Audited Financial Statements Carve-Out Balance Sheets". All such financial statements and notes fairly present fairly(or, as applicable, will fairly present) in all material respects, respects the financial position of Seller at December 31, 2001, 2002 and 2003, respectively, condition and the results of operations, changes in investment of parent company and in cash flow of the Company and its operations Subsidiaries as at the respective dates and cash flows for the years then ended periods referred to in conformity with GAAP applied on a consistent basis. The Unaudited Financial Statements were prepared from the books and records of Seller and present fairlysuch financial statements, in all material respects, Seller's financial position at April 30, 2004, and the results of its operations and cash flows for the four months then ended in conformity with GAAP applied on a consistent basis, subject to normal year-end adjustments, which are not material in amount. Seller does not utilize any percentage of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein financial statements referred to as in this Section 3.4 reflect the "Financial Statement Dateconsistent application of such accounting principles throughout the periods involved. No financial statements of any Person other than the Company and its Subsidiaries are required by GAAP to be included in the consolidated financial statements of the Company."

Financial Statements. (a) Attached hereto as Schedule 5.4(a) hereto 5.11 are (i) audited year-end true, -------------------- ------------- accurate and correct copies of the consolidated balance sheets of Seller the Company at December 31, 1996 (the "Audited Balance Sheet Date"), and the related statements of income, cash flows and changes in stockholders' equity for the fiscal year then ended, certified by the Company's independent public accountants, together with the report of such independent public accountants thereon (the "1996 Audited Financial Statements"). The Company covenants that, no later than 10 Business Days prior to the Closing Date, it shall, and the Principal Shareholders shall cause the Company to, deliver to the Parent true, accurate and complete copies of the audited financial statements of the Company as of December 31, 20011997 and December 31, 2002 and 2003 1998, and the related audited statements of operationsincome, partners' capital and cash flows of Seller and changes in stockholders' equity for each of the fiscal years then ended ended, each certified by the Company's independent public accountants, together with the reports of such independent public accountants thereon (such financial statements, including collectively with the notes thereto1996 Audited Financial Statements, the "Audited Financial Statements") ). The Company further covenants that, no later than 10 Business Days prior to the Closing Date, it shall, and the Principal Shareholders shall cause the Company to, deliver to the Parent true, accurate and correct copies of the unaudited, consolidated balance sheets of the Company at March 31, 1999 (ii) an unaudited balance sheet of Seller as of April 30the "Interim Balance Sheet Date"), 2004 and March 31, 1998, and the related unaudited statements of operations, partners' capital income and cash flows of Seller for the four months interim periods then ended April 30, 2004 (such financial statements, including the notes thereto, the "Unaudited Financial Statements"). The items referred to in subsections (i) ," and (ii) are sometimes hereinafter referred to collectively as together with the Audited Financial Statements, the "Financial Statements." The Audited "), together with an officer's certificate from the Company, dated as of the date of delivery, certifying that such Unaudited Financial Statements fairly and accurately present fairly, in all material respects, the financial position of Seller the Company at December 31, 2001, 2002 and 2003, respectivelythe dates indicated, and such statements of income, cash flows and changes in stockholders' equity fairly present the results of its operations and operations, cash flows and changes in stockholders' equity for the years then ended periods indicated, except for normal recurring year-end adjustments which are not expected to be material in conformity amount and except for the addition of required footnotes thereto. All of the Financial Statements have been or shall have been prepared in accordance with GAAP consistently applied on a consistent basisthroughout the periods involved. The Audited Financial Statements, including the related notes, fairly present the financial position, assets and liabilities (whether accrued, absolute, contingent or otherwise) of the Company at the dates indicated and such statements of income, cash flows and changes in stockholders' equity fairly present the results of operations, cash flows and changes in stockholders' equity of the Company for the periods indicated. The Unaudited Financial Statements were prepared from shall, as of the books delivery date and records as of Seller the Closing Date, fairly and accurately present fairly, in all material respects, Seller's the financial position of the Company at April 30, 2004the dates indicated, and such statements of income, cash flows and changes in stockholders' equity fairly present the results of its operations and operations, cash flows and changes in stockholders' equity for the four months then ended in conformity with GAAP applied on a consistent basisperiods indicated, subject to except for normal recurring year-end adjustments, adjustments which are not expected to be material in amount. Seller does not utilize any percentage amount and except for the addition of completion or similar method of accounting for revenue, income or cost recognition purposes. Except as described in Schedule 5.4(a) hereto or reflected in the Financial Statements (including the notes required footnotes thereto), Seller has not in the past 5 fiscal years written off any research and development costs, incurred any reorganization, restructuring or similar costs or changed the book value of any assets, liabilities or goodwill of any business acquired by Seller. Seller has no obligation to make any additional Investments in any other Person. All properties used in the Business during the period covered by the Financial Statements, including the Purchased Assets and all liabilities of the Business, are reflected in the Financial Statements in accordance with and to the extent required by GAAP. The date of April 30, 2004, is herein referred to as the "Financial Statement Date."