Common use of Financial Statements Clause in Contracts

Financial Statements. (a) Copies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the The audited consolidated balance sheet of Purden Lake as of December 31the Borrower and its Subsidiaries for the most recently ended Fiscal Year for which financial statements have been delivered pursuant to Section 7.1(b), 2008 and the related audited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the fiscal year ended December 31such Fiscal Year, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and thereto (bi) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and period covered thereby, except as otherwise expressly noted therein, (ii) fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As the Borrower and its Subsidiaries as of the respective dates date thereof and their results of operations for the Purden Lake Balance Sheetsperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein and to the extent reflected or reserved against therein(iii) show all material indebtedness and other liabilities, Purden Lake had no liabilities or obligations (absolute direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and Indebtedness. (b) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the most recently ended Fiscal Quarter for which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAPfinancial statements have been delivered pursuant to Section 7.1(a), and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties)period covered thereby, except for taxes accrued but not yet due as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to its Subsidiaries as of the date hereof. Each such income tax return reflects the taxes due thereof and their results of operations for the period covered thereby, except for amounts whichsubject, in the aggregatecase of clauses (i) and (ii), are immaterial. to the absence of footnotes and to normal year-end audit adjustments and (eiii) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no show all material indebtedness and other liabilities, direct or indirectcontingent, matured or unmaturedof the Borrower and its Subsidiaries as of the date of such financial statements, contingent or otherwiseincluding material liabilities for taxes, material commitments and Indebtedness. (fc) Purden Lake shall have no liabilities The consolidated forecasted balance sheet and statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the Closing Date basis of the assumptions stated therein, which assumptions were believed to be reasonable by the Borrower at the time made and at the time so furnished (it being understood and agreed that forecasts are not to be viewed as defined in Section 4.2facts and that actual results during the period or periods covered thereby may differ from the forecasted results and such differences may be material).

Financial Statements. (a) Copies The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP, provided that this Section 5.04(a) shall not apply until the time for the delivery of the interim unaudited financial statements for the Fiscal Quarter ended March 31, 2010 as required hereunder. (ab) the audited The unaudited consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries as of December 31, 2008 and the related audited statements end of operations, stockholders’ equity and cash flows for the fiscal year Fiscal Year ended December 31, 20082009, together and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to such statements and the opinion financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPits Subsidiaries has, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30the Closing Date, 2009 any material obligation, contingent liability or liability for taxes, long-term leases (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”other than operating leases) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nineor unusual forward or long-month period ended September 30, 2009 (term commitment that is not reflected in the financial statements referred to in (a) and clause (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true above and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein not otherwise permitted by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payablethis Agreement. (d) Purden Lake has timely filed all stateThe Projections have been prepared by the Borrower taking into consideration past operations of its business, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due and reflect projections for the period covered therebybeginning approximately January 1, except for amounts which2010 and ending approximately December 31, 2014 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the aggregate, are immaterial. Borrower (eother than any necessary adjustments due to fees payable in accordance herewith) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for the periods set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwisetherein. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (aA) Copies The audited consolidated financial statements and related schedules and notes included in the SEC Documents comply in all material respects with the requirements of (a) the audited balance sheet of Purden Lake as of December 31, 2008 Exchange Act and the related audited statements Act and the rules and regulations of the SEC thereunder, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved and fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the fiscal year periods presented. The Company previously delivered true and complete copies of the audited consolidated financial statements and related schedules and notes of the Company as of January 27, 1996 and January 28, 1995 and for each of the three years in the period ended December 31January 27, 20081996 (the "1995 Audited Financial Statements"). Except as set forth in the Disclosure Letter, together the 1995 Audited Financial Statements comply in all material respects with the notes to such statements requirements of the Exchange Act and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) Act and the related unaudited statements rules and regulations of the SEC thereunder, were prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved and fairly present in all material respects the financial condition, results of operations, stockholders’ equity and cash flows and changes in stockholders' equity of the Company and its Subsidiaries at the dates and for the nine-periods presented. The unaudited quarterly consolidated financial (B) The unaudited monthly consolidated financial statements for the month period ended September 30, 2009 of November 1996 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake "Monthly Financial Statements”") have been filed with previously delivered by the SEC. Company to the Purchasers fairly present in all material respects the financial condition and results of operations of the Company and its Subsid iaries at the dates and for the periods to which they relate, subject to quarter-end and year-end adjustments (b) The Purden Lake Financial Statements consisting only of normal recurring accruals), and have been prepared in accordance with GAAP consistently generally accepted accounting principles applied throughout on a basis consistent with the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the monthly financial condition of Purden Lake. As statements of the respective dates of the Purden Lake Balance Sheets, Company for 1994 and 1995 except as otherwise stated therein. Notwithstanding the foregoing, the Monthly Financial Statements do not reflect an inventory shrinkage adjustment, which adjustment shall be an amount not to exceed $560,000. Such inventory shrinkage adjustment shall be provided for in the Monthly Financial Statements for the months of December 1996 and January 1997. For each fiscal month after the date hereof and prior to the extent reflected or reserved against thereinClosing, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected beginning with December 1996, as soon as reasonably practicable and in any event within 14 days after the Purden Lake Balance Sheets or end of each such fiscal month, the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, Company shall prepare and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows CRA has filed an Annual Report on Form 10-K for the fiscal year ended December 31February 3, 20081996 and a Quarterly Report on Form 10-Q for the fiscal quarters ended May 4, together with the notes to such statements 1996, August 3, 1996 and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPNovember 2, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 1996 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the "PUBLIC REPORTS"). The financial statements referred to included in (a) and (b) collectively, or incorporated by reference into the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements Public Reports have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and covered thereby, present fairly present as of their respective dates the financial condition of Purden Lake. As CRA and its Subsidiaries as of the respective indicated dates and the results of operations of CRA and its subsidiaries for the indicated periods, are consistent with the books and records of CRA and its Subsidiaries, and comply with the material provisions of Regulations S-K and S-X of the Purden Lake Balance SheetsSecurities Act. Attached as Schedule 3(f) are the unaudited consolidated balance sheet, except income statement and cash-flow statement of CRA and its Subsidiaries as of and to for the extent reflected or reserved against thereinfiscal quarter and fiscal year ended February 1, Purden Lake had no liabilities or obligations 1997 (absolute or contingenttogether with the Public Reports and including the related notes and schedules, the "FINANCIAL STATEMENTS") which should be reflected in the Purden Lake Balance Sheets or the notes thereto have been prepared in accordance with GAAPGAAP on a basis consistent with the Public Reports, except for footnote disclosures, applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of CRA and its Subsidiaries as of the indicated dates and the results of operations of CRA and its Subsidiaries for the indicated periods, and all assets reflected therein are properly reported consistent with the books and fairly present records of CRA and its Subsidiaries. The financial statements to be delivered pursuant to ss.5(f)(viii) will be derived from the value accounting books and records of CRA, will provide adequate disclosure of material changes to the assets accounts or business of Purden Lake, CRA and its Subsidiaries and will be prepared in accordance with GAAP. The statements of operations, stockholders’ equity GAAP and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected otherwise on the Purden Lake same basis as the Financial Statements, and, except as set forth in that the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwisemonthly financial statements delivered pursuant to ss. 5(f)(viii) may be subject to normal year-end adjustments. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited BETA’ financial statements of operations, stockholders’ equity and cash flows contained in its Form 10-K filing for the fiscal year ended December 31, 20082012, together its latest filing made with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPSEC, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the ( “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholdersBETA ’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) are complete in material respects and have been filed prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the SECperiods indicated. BETA’ Financial Statements accurately set out and describe the financial condition and operating results of BETA as of the dates, and for the periods indicated therein, subject to normal year-end audit adjustments. Except as set forth in BETA’ Financial Statements, BETA has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to December 30, 2012 and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in BETA’ Financial Statements. BETA maintains and will continue to maintain a standard system of accounting established and administered in accordance with generally accepted accounting principles. (b) The Purden Lake audited balance sheet of BETA as of December 31, 2012 and related income statement for the twelve months ended December 31, 2012 (the “BETA’ Interim Financial Statements”) are annexed hereto as Schedule 5.4. BETA’ Interim Financial Statements have been were carefully prepared from the books and records of BETA, and although BETA’ Interim Financial Statements are not audited and do not contain the footnotes which would be required in accordance audited financial statements, present fairly the financial position, assets and liabilities of BETA and the results of its operations, for the respective periods indicated and reflect all necessary accruals, all in conformity with GAAP consistently applied throughout the periods involvedon a consistent basis. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information contain all adjustments (consisting of only normal recurring accruals) required to be set forth therein made by GAAP, subject to normal year-end adjustments. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except Except as set forth in the Purden Lake Schedules or the Purden Lake Financial StatementsSchedule 5.4, Purden Lake since December 31, 2012 there has been (i) no material adverse change in the assets or liabilities, direct or indirectin the business or condition, matured or unmatured, contingent financial or otherwise, or in the results of operations or prospects, of BETA whether as a result of any legislative or regulatory change, revocation of any license or rights to do business, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or act of God or other public force or otherwise and (ii) no material adverse change in the assets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations or prospects, of BETA and to the best knowledge, information and belief of BETA, no fact or condition exists or is contemplated or threatened which might cause such a change in the future. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited The consolidated financial statements of operations, stockholders’ equity the Company and cash flows its Subsidiaries for the fiscal year ended December 31, 20082005, together with the notes to such statements and the opinion of certified by BDO S▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ , LLP, independent certified public accountants, copies of which have been furnished to the Lender, fairly present the consolidated financial condition of the Company and (b) its Subsidiaries as at such date and the unaudited balance sheet consolidated results of Purden Lake as the operations of September 30the Company and its Subsidiaries for the period ended on such date, 2009 (together all in accordance with the balance sheets of Purden Lake as of Generally Accepted Accounting Principles applied on a consistent basis. Since December 31, 20082005, the “Purden Lake Balance Sheets”) there has been no Material Adverse Effect and the related unaudited statements there exists no event, condition, or state of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred facts that could reasonably be expected to result in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SECa Material Adverse Effect. (b) The Purden Lake Financial Company has heretofore furnished to the Lender copies of the annual financial statements of each of the Insurance Subsidiaries as of December 31, 2005, 2004, 2003 and 2002, and for the fiscal years then ended, each as filed with the relevant Insurance Regulatory Authority (collectively, the “Historical Statutory Statements”). The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with GAAP consistently applied throughout Statutory Accounting Principles (except as may be reflected in the periods involved. The Purden Lake Balance Sheets are true notes thereto and accurate subject, with respect to the relevant quarterly statements, to the absence of notes required by Statutory Accounting Principles and to normal year-end adjustments), were in compliance with applicable Requirements of Law when filed and present fairly present as of their respective dates the financial condition of Purden Lake. As the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in capital and surplus and cash flow of the Purden Lake Balance Sheetsrespective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, except without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as and to of the extent reflected or reserved against thereindate of its respective Historical Statutory Statements, Purden Lake had no any material liabilities or obligations of any nature whatsoever (absolute whether absolute, contingent or contingentotherwise and whether or not due) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lakethat, in accordance with GAAP. The statements of operationsStatutory Accounting Principles, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information would have been required to be set forth therein by GAAP. (c) Purden Lake has no have been disclosed or provided for in such Historical Statutory Statements. All books of account of each Insurance Subsidiary fully and fairly disclose all of its material transactions, properties, assets, investments, liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregateobligations, are immaterialin its possession and are true, correct and complete in all material respects. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of The Borrower has furnished to Agent: (a) the audited unaudited consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries as of December 31, 2008 and the related audited statements close of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake business on Balance Sheets”) Sheet Date and the related unaudited statements consolidated statement of operations, stockholders’ equity income and cash flows for flow as of the nine-month period ended September 30close of business on Balance Sheet Date certified by the chief financial officer, 2009 (treasurer or other senior financial officer of the financial statements referred REIT reasonably acceptable to in (a) and Agent, (b) collectivelyas of the Closing Date, an unaudited statement of Net Operating Income for each of the Unencumbered Properties for the period ending on the Balance Sheet Date, reasonably satisfactory in form to the Agent and certified by the chief financial officer, treasurer or other senior financial officer of the REIT reasonably acceptable to Agent as fairly presenting the Net Operating Income for such Unencumbered Properties for such periods, and (c) certain other financial information relating to the Borrower, the “Purden Lake Financial Statements”) have been filed with Guarantors, if any, and the SEC. Real Estate (b) The Purden Lake Financial Statements including, without limitation, the Unencumbered Properties). Such balance sheet and statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates in all material respects the consolidated financial condition of Purden Lake. As the Borrower and its Subsidiaries as of such dates and the consolidated results of the respective dates operations of the Purden Lake Balance SheetsBorrower and its Subsidiaries for such periods, except as subject to normal year-end audit adjustments and to the extent reflected or reserved against therein, Purden Lake had absence of footnotes. There are no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise, of the Borrower or any of its Subsidiaries involving material amounts that are required by GAAP to be disclosed in such financial statements that are not disclosed in said financial statements and the related notes thereto. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of The Loan Parties have heretofore furnished to the Lenders (a) the audited balance sheet consolidated and combined statement of Purden Lake as of December 31, 2008 financial condition and the related audited consolidated and combined statements of operations, stockholderschanges in partners’ equity capital and cash flows of Blackstone Group as of and for the fiscal year ended December 31, 20082009, together with audited by and accompanied by the notes to such statements and the opinion report of ▇▇▇▇▇▇▇▇▇ Deloitte & ▇▇▇▇▇▇▇ Touche LLP, independent certified registered public accountantsaccounting firm, and (b) the unaudited balance sheet condensed consolidated and combined statement of Purden Lake financial condition and condensed consolidated and combined statements of income and cash flows as of September 30, 2009 (together with and for the balance sheets of Purden Lake as of fiscal year ended December 31, 2008, 2009 of the “Purden Lake Balance Sheets”) combined Guarantors and the related unaudited statements Subsidiaries, in the form delivered pursuant to the Existing Credit Agreement, and (c) a reconciliation prepared by a Financial Officer of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in clause (a) and to those referred to in clause (b) collectively). Such audited financial statements fairly present, in all material respects, the “Purden Lake Financial Statements”) consolidated and combined financial position and results of operations of Blackstone Group and such unaudited condensed consolidated and combined financial statements fairly present, in all material respects, the condensed consolidated and combined financial position and results of operations of the combined Guarantors and the Subsidiaries as of such date and for such periods presented. Such financial statements and the notes thereto disclose all material liabilities, direct or contingent, of Blackstone Group and of the combined Guarantors and the Subsidiaries as of the date thereof, to the extent such liabilities are required to be disclosed by GAAP. Such financial statements were prepared in accordance with GAAP applied on a consistent basis, except, in the case of such unaudited financial statements, for the absence or incompleteness of footnotes and except as otherwise disclosed therein. The accounts of the Loan Parties have been and will continue to be consolidated with those of Blackstone Group in the audited and unaudited consolidated financial statements of Blackstone Group included in its periodic reports filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of The Borrower has furnished to each Lender (ai) the audited consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries as of December 31September 30, 2008 2002 and the related audited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows for the fiscal year Fiscal Year then ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, audited by PricewaterhouseCoopers LLP and (bii) the unaudited consolidated balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake Borrower and its Subsidiaries as of December 31, 20082002, the “Purden Lake Balance Sheets”) and the related unaudited consolidated statements of operationsincome and cash flows for the Fiscal Quarter and year-to-date period then ending, stockholderscertified by a Responsible Officer. Such financial statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii). Since September 30, 2002, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. (b) The Borrower has furnished, or caused to be furnished, to each Lender (i) the audited consolidated balance sheet of Frontstep and its Subsidiaries as of June 30, 2002 and the related consolidated statements of income, shareholders’ equity and cash flows for the nineFiscal Year then ended audited by KPMG LLP and (ii) the unaudited consolidated balance sheet of Frontstep and its Subsidiaries as of December 31, 2002, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-month to-date period ended September 30then ending. To the best knowledge of the Borrower, 2009 (such financial statements fairly present in all material respects the consolidated financial condition of Frontstep and its Subsidiaries as of such dates and the consolidated results of operations for such periods in conformity with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPii). (c) Purden Lake has no liabilities with respect The Projections delivered to the payment Administrative Agent on the date hereof have been prepared by Borrower in light of any federalthe past operations of its businesses and the businesses being acquired in the Acquisition, statebut including future payments of known contingent liabilities and reflect projections for the 2003 and 2004 Fiscal Years on a quarter-by-quarter basis. Such Projections reflect as of the Closing Date Borrower’s good faith and reasonable estimates of the future financial performance of Borrower and of the other information projected therein for the period set forth therein. Each set of Projections delivered as of the Closing Date or after the Closing Date to the Lenders are based upon estimates and assumptions stated therein, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due all of which Borrower believes at the time of delivery to be reasonable and payablefair in light of current conditions and current facts known to Borrower. (d) Purden Lake has timely filed all stateThe Pro Forma Balance Sheet as of September 30, federal 2002 delivered on or local income and/or franchise tax returns required to be filed before the date hereof was prepared by it from inception the Borrower giving pro forma effect to the date hereof. Each such income tax return reflects the taxes due for the period covered therebyRelated Transactions, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected was based on the Purden Lake Financial Statementsunaudited consolidated balance sheets of Borrower and its Subsidiaries and Frontstep and its Subsidiaries, andeach dated September 30, except as set forth 2002, and was prepared in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwisea manner consistent with GAAP. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Section 4.6(a) of the Olympus Disclosure Schedule sets forth true, complete and accurate copies of (ai) the audited consolidated balance sheet of Purden Lake Olympus and its Subsidiaries as of December 31, 2008 2018 and December 31, 2017 and the related audited statements of operationsincome, stockholderscash flows and shareholders’ equity and cash flows for the fiscal year then ended December 31, 2008, together with (the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, “Olympus Annual Financial Statements”) and (bii) the unaudited consolidated balance sheet of Purden Lake Olympus and its Subsidiaries as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) 2019 and the related unaudited statements of operationsincome, stockholderscash flows and shareholders’ equity and cash flows for the nine-month period then ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively“Olympus Interim Financial Statements” and, together with the Olympus Annual Financial Statements, the “Purden Lake Olympus Financial Statements”) have been filed with the SEC. (b) ). The Purden Lake Olympus Financial Statements have been prepared in accordance with GAAP consistently IFRS EU applied on a consistent basis throughout the periods involvedcovered thereby and fairly present in all material respects the consolidated financial position, results of operations, cash flows and shareholders’ equity of Olympus and its Subsidiaries as at the respective dates thereof and for the respective periods referred to therein, subject, in the case of the Olympus Interim Financial Statements, to the absence of footnotes and to normal year-end audit adjustments (the effect of which will not, individually or in the aggregate, be material). The Purden Lake Balance Sheets books and records of Olympus and its Subsidiaries from which the Olympus Financial Statements have been prepared are true and accurate complete in all material respects and fairly present as of their respective dates the financial condition of Purden Lake. As have been maintained in all material respects in accordance with IFRS EU. (b) Section 4.6(b) of the respective dates Olympus Disclosure Schedule sets forth true, complete and accurate copies of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto Summit Financial Statements. The Summit Financial Statements have been prepared in accordance with GAAP, and all assets reflected therein are properly reported the principles set forth in Section 4.6(b) of the Olympus Disclosure Schedule applied on a consistent basis throughout the periods covered thereby and fairly present in all material respects the value financial position and results of operations of Everest, Olympus and their respective Subsidiaries, taken together, as at the assets respective dates thereof and for the respective periods referred to therein. Notwithstanding the foregoing, no warranty is made by Olympus with respect to information supplied by Everest or any of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows its Subsidiaries for inclusion in the Purden Lake Summit Financial Statements reflect fairly the information required to be set forth therein by GAAPStatements. (c) Purden Lake has no liabilities with respect Neither Olympus nor any of its Subsidiaries is a party to, nor does Olympus or any of its Subsidiaries have any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract or any off-balance sheet arrangements where the payment purpose or intended effect of such Contract is to avoid disclosure of any federaltransaction involving, stateor liabilities of, county, local Olympus or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, of its Subsidiaries in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Olympus Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Set forth on Schedule 3.7 of the Disclosure Letter are the following financial statements; (ai) the audited consolidated balance sheet sheets and statements of Purden Lake income, changes in stockholders’ equity and cash flow as of and for the fiscal years ended December 31, 2008 and 2009 for the related audited Acquired Entities (the “Audited Financial Statements”); and (ii) unaudited consolidated balance sheets and statements of operationsincome, changes in stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and flow (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Interim Financial Statements”) have been filed with as of and for the SECsix months ended June 30, 2010 (the “Balance Sheet Date”) for the Acquired Entities. (b) The Purden Lake Audited Financial Statements Statements: (i) comply with the requirements of CA 2006; (ii) have been prepared in accordance with GAAP consistently IFRS applied on a consistent basis throughout the periods involved. The Purden Lake Balance Sheets are covered thereby, give a true and accurate and fairly present fair view of the financial position of the Acquired Entities as of their respective such dates and the financial condition results of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity operations and cash flows in of the Purden Lake Financial Statements reflect fairly Acquired Entities for such periods, are consistent with the information required to be set forth therein books and records of the Acquired Entities and have not been affected by GAAP.any extraordinary or exceptional item other than those identified as such; (c) Purden Lake has no liabilities with respect The statement of the Company’s directors contained in the directors’ report to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableAudited Financial Statements complies with section 418(2) CA 2006. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, Except as set forth in the aggregateInterim Financial Statements, are immaterialthe Interim Financial Statements have been prepared on a basis which is consistent with the Audited Financial Statements and fairly reflect the financial position, results of operations and cashflows of the Acquired Entities. The Acquired Entities have no known Liabilities in excess of £25,000, other than those reflected in the Interim Financial Statements, or incurred in the Ordinary Course of Business since June 30, 2010. (e) All Each of Purden Lake’s the Acquired Entities maintains accounting books and records reflecting with reasonable accuracy its assets and liabilities and in the opinion of the Management Sellers maintains proper and adequate internal accounting controls which provide assurance that (i) transactions are reflected executed with the knowledge of the Management Sellers, (ii) transactions are recorded as necessary to permit preparation of the consolidated financial statements of the Acquired Entities and to maintain accountability for the Acquired Entities’ consolidated assets (iii) access to the Acquired Entities assets is permitted only in accordance with the knowledge of the Management Sellers, and (iv) accounts, notes and other Receivables and inventory are recorded with reasonable accuracy. (f) Except as set forth in Schedule 3.7 of the Disclosure Letter, there have been no dividends (whether in cash or specie), distributions, transfers of cash, assets or value or other payments (“Shareholder Payments”) made by the Acquired Entities to or on behalf of the Purden Lake Financial StatementsSellers or their Affiliates or any employees of, andor consultants or other advisers to the Sellers (or their Affiliates) since December 31, except 2009, excluding salary payments to employees of the Acquired Entities and consistent with past practices. (g) Except as set forth in the Purden Lake Schedules or Interim Financial Statements and as arising in the Purden Lake Financial StatementsOrdinary Course of Business since June 30, Purden Lake has no material liabilities2010, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall the Acquired Entities have no liabilities on the Closing Date (as defined in Section 4.2)other Indebtedness.

Financial Statements. (a) Copies of (a) BioLite has provided to the Parent and BioKey audited balance sheet of Purden Lake as of December 31, 2008 and the related audited consolidated financial statements of operations, stockholders’ equity and cash flows BioLite (including any related notes thereto) for the fiscal year years ended December 31, 2008, together with the notes to such statements 2016 and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and 2015 (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake BioLite Audited Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements which have been prepared in accordance with GAAP consistently and Regulation S-X for interim financial statements in all material respects applied on a consistent basis throughout the periods involved. The Purden Lake Balance Sheets are true and accurate involved (except as may be indicated in the notes thereto) and fairly present as in all material respects the consolidated financial position of their BioLite at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated therein. The BioLite Interim Financial Statements, provided to the Parent, will have been prepared in accordance with GAAP and Regulation S-X for interim financial condition statements in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and will fairly present in all material respects the consolidated financial position of Purden Lake. As BioLite as of the respective dates thereof and the consolidated statements of operations and cash flows for the Purden Lake Balance Sheetsperiods indicated therein (subject to normal period-end adjustments). (b) BioLite does not have any liabilities of any nature, except as and to the extent reflected liabilities that (i) will be accrued or reserved against thereinin the BioLite Interim Financial Statements, Purden Lake had no liabilities when provided to Parent and BioKey, or obligations (absolute or contingent) which should will be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAPthereto, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows (ii) were incurred in the Purden Lake Financial Statements reflect fairly ordinary course of business since the information required to be set forth therein date of such financial statements, (iii) are incurred in connection with the transactions contemplated by GAAP. this Agreement, (civ) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local have been discharged or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception paid in full prior to the date hereof. Each such income tax return reflects of this Agreement in the taxes due for the period covered therebyordinary course of business, except for amounts whichor (v) would not, or would not reasonably be expected to, individually or in the aggregate, are immaterial. (ehave a BioLite Material Adverse Effect. Section 3.7(b) All of Purden Lake’s assets are reflected on the Purden Lake Financial StatementsBioLite Schedule of Exceptions sets forth a list of all outstanding debt for money borrowed, andthe applicable lender, interest rate and the applicable payment dates except for obligations issued, undertaken or assumed as set forth the deferred purchase price of property or services, including without limitation any operating lease or capital lease, that do not exceed $25,000 in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseaggregate. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Sellers have provided to Purchaser true and complete copies of (ai) the audited balance sheet of Purden Lake as of of, and related statements for the year then ended on, December 31, 2008 and the related audited statements of operations2012, stockholders’ equity and cash flows for the fiscal year ended December 31, 20082013 and December 31, together with 2014 for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, “Audited Financial Statements”) and (bii) (A) the unaudited balance sheet of Purden Lake as of September 30of, 2009 (together with and related unaudited income statement for the balance sheets of Purden Lake as of year then ended on, December 31, 20082012, December 31, 2013 and December 31, 2014 for Trayport, Inc., (B) the “Purden Lake Balance Sheets”) unaudited balance sheet as of June 30, 2015 and the related unaudited statements of operations, stockholders’ equity and cash flows income statement for the nine-six (6) month period then ended September for Trayport, Inc., and (C) the unaudited balance sheet as of June 30, 2009 2015 and related unaudited income statements for the six (the financial statements referred to in 6) month period then ended for each of GFI TP Ltd., Trayport Limited, Trayport Contigo Limited and Trayport PTE Ltd. (a) and (b) collectively, the “Purden Lake Unaudited Financial Statements”) have been filed ” and together with the SECAudited Financial Statements, the “Business Financial Information”). (b) The Purden Lake Business Financial Statements have Information has been prepared from the books and records of the Trayport Companies. Subject to the absence of footnotes and other presentation items and normal year-end and other adjustments (which other adjustments are not material to the Business) with respect to the Unaudited Financial Statements, the Business Financial Information, except as otherwise indicated therein, has been prepared in accordance with GAAP the Applicable Accounting Standards, consistently applied throughout within the periods involved. The Purden Lake Balance Sheets are true applicable period, and accurate and (i) with respect to the Business Financial Information of Trayport, Inc., fairly present as of their respective dates presents, in all material respects, the financial condition and the results of Purden Lake. As operations of Trayport, Inc. as at the respective dates and for the period covered by such Business Financial Information; (ii) with respect to the Business Financial Information of GFI TP Ltd., Trayport Limited and Trayport Contigo Limited, gives a true and fair view of the Purden Lake Balance Sheetsstate of affairs of such applicable Trayport Company, except and its respective assets and liabilities as at the respective dates and for the periods covered by such Business Financial Information; and (iii) with respect to the extent reflected or reserved against thereinBusiness Financial Information of Trayport PTE Ltd., Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, gives a true and all assets reflected therein are properly reported and fairly present the value fair view of the assets state of Purden Lake, in accordance with GAAP. The statements affairs of operations, stockholders’ equity Trayport PTE Ltd. as at the respective dates and cash flows in for the Purden Lake periods covered by such Business Financial Statements reflect fairly the information required to be set forth therein by GAAPInformation. (c) Purden Lake To the Knowledge of Sellers, no Trayport Company has no liabilities with respect any Liabilities other than (i) Liabilities reflected or reserved in the unaudited financial statements referred to the payment of any federal, state, county, local in Section 4.9(a)(ii)(B) or other taxes (including any deficiencies, interest or penaltiesSection 4.9(a)(ii)(C), except for taxes accrued but not yet due and payable. (dii) Purden Lake has timely filed all stateLiabilities incurred in the Ordinary Course after December 31, federal 2014, (iii) Liabilities incurred in connection with this Agreement or local income and/or franchise tax returns required the Related Agreements or the transactions contemplated hereby or thereby, (iv) Liabilities that arise under Contracts to be filed by it from inception to which a Trayport Company is a party as of the date hereof. Each such income tax return reflects the taxes due hereof (excluding Liabilities for the period covered therebybreach, except for amounts whichnon-performance or default), and (v) Liabilities that, in the aggregate, are immaterialnot material to the Business. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies FLC has previously delivered, or will deliver, to Patriot the FLC Regulatory Reports. The FLC Regulatory Reports have been, or will be, prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements, and fairly present, or will fairly present in all material respects, the financial position, results of (a) the audited balance sheet operations and changes in shareholders' equity of Purden Lake FLC as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year periods ended December 31on the dates thereof, 2008, together in accordance with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SECapplicable regulatory accounting principles applied on a consistent basis. (b) FLC has previously delivered to Patriot the FLC Financials. The Purden Lake Financial Statements FLC Financials have been been, or will be, prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheetscovered by such statements, except as and to the extent reflected or reserved against noted therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present present, or will fairly present, the value consolidated financial position, results of operations and cash flows of FLC as of and for the assets of Purden Lakeperiods ending on the dates thereof, in accordance with GAAP. The statements of operationsGAAP applied on a consistent basis, stockholders’ equity except as noted therein and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPFLC Disclosure Schedule. (c) Purden Lake has no liabilities with respect to At the payment date of each balance sheet included in the FLC Financials or the FLC Regulatory Reports, neither FLC nor First Lehigh Bank (as the case may be) had, or will have any liabilities, obligations or loss contingencies of any federalnature (whether absolute, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmaturedaccrued, contingent or otherwise) of a type required to be reflected in such FLC Financials or FLC Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material in the aggregate to FLC and which are incurred in the ordinary course of business, consistent with past practice and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of The Financial Statements Schedule attached hereto consists of: (ai) the audited Company’s unaudited consolidated balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Latest Balance SheetsSheet”) and the related unaudited statements statement of operations, stockholders’ equity and cash flows income for the nine-month period then ended September 30(together with the Latest Balance Sheet, the “Unaudited Financial Statements”) and (ii) the Company’s audited consolidated balance sheet and statements of income and cash flows as of and for the fiscal year ended March 31, 2009 (the such financial statements referred to in this clause (aii) the “Audited Financial Statements” and (b) collectivelytogether with the Unaudited Financial Statements, the “Purden Lake Financial Statements”) ). Except as set forth on the attached Financial Statements Schedule, the Financial Statements have been filed prepared from the Company’s and its Subsidiaries’ books and records and present fairly in all material respects the respective financial condition and results of operations (and, in the case of the audited consolidated financial statements, the cash flows) of the Company and its Subsidiaries (taken as a whole) as of the respective dates and for the respective periods referred to therein in accordance with GAAP, consistently applied (subject in the SECcase of the unaudited consolidated financial statements to (x) the absence of footnote disclosures and other presentation items and (y) changes resulting from normal year-end adjustments, none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and scope). (b) The Purden Lake Financial Statements Company and its Subsidiaries have been prepared no Liabilities, except (i) Liabilities set forth on the Latest Balance Sheet, (ii) Liabilities that were incurred after the date of the Latest Balance Sheet in accordance the ordinary course of business consistent with past practice, (iii) Liabilities not required by GAAP consistently applied throughout to be reflected on the periods involvedface of a consolidated balance sheet of the Company and its Subsidiaries, (iv) Liabilities arising under the executory portion of any contract (but not Liabilities that result from, arise out of or are attributable to, any breach of such contract) and (v) Liabilities specifically disclosed in the disclosure schedules attached to this Agreement. (c) The Accounts Receivable of the Company and its Subsidiaries set forth on the Latest Balance Sheet and arising subsequent to the date of the Latest Balance Sheet represent sales made by the Company and its Subsidiaries in the ordinary course of business pursuant to bona fide transactions involving goods delivered or services rendered by the Company or its Subsidiaries. The Purden Lake Accounts Receivable, and reserves and allowances with respect thereto, reflected on the Latest Balance Sheets Sheet are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared stated thereon in accordance with GAAP, consistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosures and all assets reflected therein other presentation items and (ii) changes resulting from normal year-end adjustments, none of which disclosures or changes are properly reported material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as to magnitude and fairly present scope). Except as set forth on the value of attached Accounts Receivable Schedule, to the assets of Purden LakeCompany’s Knowledge, any material amounts due, or to become due, in accordance with GAAP. The statements respect of operationssuch Accounts Receivable are not in dispute and there are no setoffs or counterclaims asserted, stockholders’ equity and cash flows except to the extent provision has been made therefor in the Purden Lake Financial Statements reflect fairly Latest Balance Sheet or the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableClosing Statement. (d) Purden Lake has timely filed all stateThe February 2010 backlog report previously provided to Buyer was compiled and prepared using a method and approach substantially consistent with that used in the compilation and preparation of the December 2009 backlog report previously provided to Buyer and, federal or local income and/or franchise tax returns required to be filed by it from inception to the Company’s knowledge, as of the date hereof. Each such income tax return reflects of this Agreement, there are no known project cancellations or significant delays with respect to the taxes due for the period covered thereby, except for amounts which, top 10 projects by dollar amount set forth in the aggregate, are immaterialFebruary 2010 backlog report. (e) All inventory of Purden Lake’s assets the Company and its Subsidiaries (“Inventory”) is located on the Owned Real Property, the Leased Real Property or at various project or worksite locations or warehouse spaces rented by the Company (or in transit from or to any of the foregoing), the warehouse locations of which are set forth on the Other Locations Schedule. The Inventory, and the reserves and allowances with respect thereto, reflected on the Purden Lake Financial StatementsLatest Balance Sheet are stated thereon in accordance with GAAP, andconsistently applied with the Company’s historical accounting practices (subject to (i) the absence of footnote disclosures and other presentation items and (ii) changes resulting from normal year-end adjustments, except none of which disclosures or changes are material, or, if material, are substantially consistent with prior audited consolidated financial statements, including as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseto magnitude and scope). (f) Purden Lake shall have no liabilities Except as set forth on the Closing Date Indebtedness Schedule, neither the Company nor any of its Subsidiaries has any Indebtedness outstanding as of the date hereof. (g) The Bonding Arrangements Schedule sets forth as defined in Section 4.2)of February 28, 2010 (i) all Bonding Arrangements of the Company or any Subsidiary thereof, (ii) the respective Company or Subsidiary thereof on account of which such Bond Arrangement was entered into or issued, (iii) the respective beneficiaries for which they were entered into or issued, (iv) the respective dates they were entered into or issued and if applicable, the expiration dates thereof, (v) the respective coverage amounts thereof, and (vi) whether any cash collateral, letter of credit or other security arrangement or guaranty has been granted by the Company, any of its Subsidiaries or any other Person with respect thereto.

Financial Statements. (a) Copies of (a) The financial statements included in the audited balance sheet of Purden Lake as of December 31Registration Statement, 2008 the General Disclosure Package and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008Prospectus, together with the notes related schedules (if any) and notes, present fairly the financial position of the Partnership, NGL Supply, Inc., the businesses of HOH contributed to such statements the Partnership, and the opinion businesses of ▇▇▇▇▇▇▇▇▇ & sold to the Partnership at the dates indicated and the results of operations, changes in partners’ capital/stockholders’ equity, as applicable, and cash flows of the Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership and the businesses of ▇▇▇▇▇▇▇ LLPsold to the Partnership for the periods specified; the financial statements of any other entities or businesses included in the Registration Statement, independent certified public accountantsthe General Disclosure Package or the Prospectus, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets related schedules (if any) and notes, present fairly the financial position of Purden Lake each such entity or business, as the case may be, and its consolidated subsidiaries (if any) at the dates indicated and the results of December 31operations, 2008changes in partners’ capital/stockholders’ (or other owners’) equity, as applicable, and cash flows of such entity or business, as the case may be, and its consolidated subsidiaries, if any, for the periods specified; and all such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. The supporting schedules, if any, included in the Registration Statement present fairly, in accordance with GAAP, the information required to be stated therein. The information in the Pre-Pricing Prospectus and the Prospectus under the captions “Purden Lake Balance Sheets”) Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and has been compiled on a basis consistent with that of the audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. The pro forma financial statements and the related unaudited statements of operations, stockholders’ equity and cash flows for notes thereto included in the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectivelyRegistration Statement, the “Purden Lake Financial Statements”) have been filed with General Disclosure Package and the SEC. (b) The Purden Lake Financial Statements Prospectus present fairly the information shown therein, have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are true reasonable and accurate the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein; and the information appearing in the Pre-Pricing Prospectus and the Prospectus under the captions “Summary—Summary Historical and Unaudited Pro Forma Financial and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly present as of their respective dates the financial condition of Purden Lake. As information shown therein and has been compiled on a basis consistent with that of the respective dates pro forma financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus. All “non-GAAP financial measures” (as such term is defined in the rules and regulations of the Purden Lake Balance SheetsCommission), except as if any, contained in the Registration Statement, the General Disclosure Package and the Prospectus comply with Regulation G and Item 10 of Regulation S-K of the Commission, to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPapplicable. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The Financial Statements, the Interim Schedule of Net Assets and the Closing Schedule of Net Assets (ai) are in accordance with the audited balance sheet books and records of Purden Lake the Business; (ii) are complete and correct and present fairly the financial condition of the Business as of December the respective dates indicated and the results of operations for the respective periods indicated; (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses; and (iv) reflect proper accruals for run-off in connection with any potential termination of the Corporation's self- insured group plan. (b) The Financial Statements, the Interim Schedule of Net Assets and the Closing Schedule of Net Assets have been prepared in accordance with Generally Accepted Accounting Principles, consistently applied, except that (i) with respect to the July 31, 2008 1996 Financial Statements the statements of cash flows, retained earnings and accompanying footnotes have been omitted; and (ii) with respect to the Interim Schedule of Net Assets and the related audited Closing Schedule of Net Assets, the statements of operationsincome, stockholders’ equity cash flows, retained earnings and cash flows for accompanying footnotes have been omitted. (c) The accounts receivable shown on Financial Statements or acquired by the fiscal year ended December 31, 2008, together Business after the date thereof but prior to the Closing Date (excluding those constituting Excluded Assets) have been and will be acquired or created only in the ordinary course of business and represent or will represent bona fide transactions completed in accordance with the notes terms and provisions contained in any documents related thereto. Except as set forth on Schedule 3.3, all accounts receivable shown on the Financial ------------ Statements or acquired after the date thereof and prior to the Closing Date are free and clear of any and all liens, claims, charges, encumbrances, security interests or other rights against such statements accounts receivable in favor of others. To Sellers' Knowledge, there are no setoffs, counterclaims or disputes asserted or conditions precedent to payment therefor with respect to any such account receivable, no discount or allowance from any such account receivable has been made or agreed to, except discounts for prompt payment granted in the ordinary course of business and the opinion of ▇reflected in documents evidencing such account and none represents ▇▇▇▇▇▇▇▇ & ▇▇▇prior to actual shipment of goods, including "▇▇▇▇ LLPand hold" accounts. The Business has established a bad debt reserve, independent certified public accountantsas shown on the Financial Statements, and (b) there is no fact or circumstance which would impair the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As validity or collectibility of the respective dates Business' accounts receivable in an amount in excess of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payablesuch bad debt reserve. (d) Purden Lake has timely filed all state, federal All inventories reflected on the Financial Statements or local income and/or franchise tax returns required acquired or to be filed acquired by it from inception the Business thereafter and prior to the date hereof. Each Closing Date, (i) are and will on the Closing Date be in good condition, consist and will consist of materials and supplies, of a quality and quantity which are usable or salable in the ordinary course of its business, and meet and will meet all applicable government standards, (ii) are now and will on the Closing Date be located on the regular business premises of the Business, (iii) are now and will on the Closing Date be owned by Sellers free of any liens, claims, charges, encumbrances, security interests or other rights to or against such income tax return reflects the taxes due for the period covered therebyin favor of others, except for amounts whichas set forth on Schedule 3.3 hereto, (iv) have been or will be ------------ acquired by Sellers only in bona fide transactions entered into in the aggregateordinary course of business, and (v) are immaterialvalued at the lesser of cost or market value. None of such inventory is now, or on the Closing Date will be, held by Sellers on consignment. All work in process is being prepared for sale in the ordinary course of business, and, all amounts due to the Business with respect to such work in process will be paid in full within 120 days of delivery of such completed work. (e) All The books and records of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth Business have been maintained in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no all material liabilities, direct or indirect, matured or unmatured, contingent or otherwiserespects in accordance with sound business practices. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The historical audited financial statements of Borrowers and their Subsidiaries on a consolidated basis for its most recently completed Fiscal Year, and the related statements of income, changes in stockholder's equity, and changes in cash flow for the annual fiscal period ended on such date, all accompanied by reports thereon containing opinions without qualification by the Accountants, and the historical unaudited financial statements of Borrowers and their Subsidiaries on a consolidated and consolidating basis for that portion of their current Fiscal Year ended with their most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the related statements of income, changes in stockholder's equity and changes in cash flow for the fiscal periods ended on such date, (acollectively, the "Historical Financial Statements"), copies of which have been delivered to Lender, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such Accountants have concurred) and present fairly the audited financial position of the Borrowers and their respective Subsidiaries on a consolidated and, as appropriate, consolidating basis at such dates and the results of their operations for such periods. Since the last day of the Borrowers' most recently completed Fiscal Year, there has been no material change in the condition, financial or otherwise, of either of the Borrowers as shown on the balance sheet of Purden Lake each as of December 31such date and no material change in the aggregate value of machinery, 2008 equipment and Real Property owned by them, except changes in the related audited statements ordinary course of operationsbusiness, stockholders’ equity and cash flows for none of which individually or in the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SECaggregate has had a Material Adverse Effect. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout one year cash flow projections (presented on a monthly basis) of the periods involved. The Purden Lake Balance Sheets are true Borrowers and accurate their Subsidiaries on a consolidated and fairly present consolidated basis and their projected balance sheets as of their respective dates the Closing Date, furnished to Lender on the Signing Date (the "Projections"), were prepared by the chief financial condition officer of Purden Lake. As Borrowing Representative, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Borrowers' collective judgment based on present circumstances of the respective dates most likely set of the Purden Lake Balance Sheets, except as conditions and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value course of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due action for the period covered thereby, except for amounts which, in the aggregate, are immaterialprojected period. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The consolidated balance sheets of (a) the audited balance sheet of Purden Lake Borrower and its Subsidiaries as of December August 31, 2008 2007, and the related audited consolidated statements of operations, stockholders’ equity and cash flows and consolidated statements of capital shares and equities for the fiscal year ended December 31Fiscal Year then ended, 2008and the accompanying footnotes, together with the notes to such statements and the unqualified opinion thereon of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PricewaterhouseCoopers LLP, independent certified public accountants, and (b) copies of which have been furnished to the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) Administration Agent and the related unaudited statements Syndication Parties, fairly present in all material respects the consolidated financial condition of operations, stockholders’ equity Borrower and cash flows its Subsidiaries as at such dates and the results of the consolidated operations of Borrower and its Subsidiaries for the nine-month period ended September 30periods covered by such statements, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared all in accordance with GAAP consistently applied throughout the periods involvedapplied. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates Since August 31, 2007, there has been no material adverse change in the financial condition condition, results of Purden Lakeoperations, business or prospects of Borrower or any of its Subsidiaries. As of the respective dates of the Purden Lake Balance SheetsClosing Date, except as and to the extent reflected or reserved against therein, Purden Lake had there are no liabilities of Borrower or obligations (absolute any of its Subsidiaries, fixed or contingent) , which should be are material but are not reflected in the Purden Lake Balance Sheets financial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2007. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administration Agent or the notes thereto prepared Syndication Parties in accordance connection with GAAP, and all assets reflected the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein are properly reported and fairly present the value not materially misleading in light of the assets of Purden Lakecircumstances in which they were made and taken together with the other information, in accordance with GAAP. The statements of operations, stockholders’ equity exhibits and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect reports furnished to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableAdministration Agent and/or the Syndication Parties. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The Company has delivered to Parent or Parent’s counsel true and complete copies of (a) the consolidated audited balance sheet of Purden Lake as of December 31, 2008 the Company and the related consolidated audited statements of operationsincome, stockholders’ equity and cash flows of the Company, including information relating to each of its consolidated Subsidiaries, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s accountants, as of and for the fiscal year years ended December 31, 20082006 and December 31, together with the notes to such statements 2005, and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the consolidated unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) Company and the related unaudited statements of operations, stockholders’ equity income and cash flows of the Company, as of and for the nine-nine month period ended September 30, 2009 2007 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”). Except as set forth on Schedule 3.18(a) have been filed with of the SEC. (b) The Purden Lake Disclosure Schedule, the Financial Statements have been prepared in accordance with GAAP consistently applied on a basis consistent with past practices of the Company throughout the periods involvedindicated and with each other, except that the unaudited Financial Statements are subject to normal year-end adjustments and do not contain all footnotes required by GAAP. The Purden Lake Balance Sheets are true and accurate and Financial Statements fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As and operating results of the respective dates Company on a consolidated basis, as of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAPdates, and all assets reflected therein are properly reported and fairly present for the value periods, indicated therein. Except as set forth on Schedule 3.18(a) of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local Disclosure Schedule or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake none of the Company nor any of the Subsidiaries has no material any liabilities, direct or indirect, matured or unmatured, contingent or otherwiseotherwise of a type required by GAAP to be reflected in the Financial Statements, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2007 (the “Financial Statement Date”), (ii) liabilities expressly specified on the Disclosure Schedules, (iii) obligations under Contracts and (iv) liabilities that would not be materially adverse to the Company and its Subsidiaries, taken as a whole. The Company’s unaudited balance sheet as of the Financial Statement Date shall be referred to as the “Unaudited Balance Sheet”. (fb) Purden Lake Except as set forth on Schedule 3.18(b) of the Disclosure Schedule, all accounts receivable reflected on the Unaudited Balance Sheet, and the accounts receivable of the Company and its Subsidiaries outstanding as of the date hereof (“Receivables”) (i) are valid, existing and collectible in the ordinary course of business (net of reserves consistent with past practice); provided; however, that this item (i) shall have not be deemed to be a guaranty of collection and (ii) represents monies due for goods sold and delivered or services rendered in the ordinary course of business. Except as set forth on Schedule 3.18(b) of the Disclosure Schedule, all Receivables in existence on the date hereof are 90 days old or less, and there are no liabilities material disputes regarding the collectibility of any such Receivables (other than immaterial disputes which are otherwise reserved for on the Company’s books or which arise after the date hereof and prior to the Closing Date (as defined in Section 4.2the ordinary course of business).

Financial Statements. (a) Copies Schedule 4.4 includes correct and complete copies of (a) audited financial statements consisting of the audited balance sheet sheets of Purden Lake the Business as of December 31September 30, 2008 1996 and 1997 and the related audited statements statement of operations, stockholders’ equity and cash flows income for the fiscal year ended December 31years then ended, 2008, together with the notes to such statements and the opinion all of ▇▇which are audited by BDO ▇▇▇▇▇▇▇ & (collectively, the "Audited Financial Statements") and unaudited financial statements consisting of the balance sheet of the Business as of June 30, 1998 and the related statement of income for the nine-month period then ended, both of which are reviewed by BDO ▇▇▇▇▇▇▇ LLP(collectively, independent certified public accountants, the "Interim Financial Statements" and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008Audited Financial Statements, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake "Financial Statements”) have been filed "). The Financial Statements are in all material respects consistent with the SEC. (b) books and records of the Business and there are no material transactions required by GAAP, applied on a consistent basis, to be recorded in accounting records that have not been recorded in the accounting records underlying such Financial Statements. The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout and present fairly the financial position and assets and liabilities of the Business as of the dates thereof and the results of its operations for the periods involvedthen ended, subject to normal year-end adjustments and the absence of notes in the case of the Interim Financial Statements. There is an allocation of costs to the Business from the Selling Entities, or from the Business to the Selling Entities in the Audited Financial Statements. The Purden Lake Balance Sheets are true allocation of costs is reflected as a management fee in the statement of operations and accurate and fairly present deficit. The Selling Entities warrant that there is no other allocation of cost to the Business from the Selling Entities, or from the Business to the Selling Entities. The balance sheet as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance SheetsSeptember 30, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected 1997 that is included in the Purden Lake Financial Statements is referred to herein as the "Balance Sheets or Sheet" and the notes thereto prepared in accordance with GAAPdate thereof is referred to as the "Balance Sheet Date." The balance sheet as of June 30, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows 1998 that is included in the Purden Lake Financial Statements reflect fairly is referred to herein as the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due "Interim Balance Sheet" and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects thereof is referred to as the taxes due "Interim Balance Sheet Date." The Country Tonight Theater in Branson, Missouri will produce $6 million total gross revenue for the period covered thereby, except for amounts which, in the aggregate, are immaterialcalendar year 1998. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Complete copies of (a) the carve-out consolidated audited financial statements consisting of the balance sheet of Purden Lake the Business as of December 31, 31 in each of the years 2009 and 2008 and the related audited statements of operationsincome and retained earnings, stockholdersand cash flow for the years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the carve-out consolidated balance sheet of the Business as of June 30, 2010 and the related statements of income and retained earnings, equity interestholders’ equity and cash flows flow for the fiscal year six month period then ended December 31, 2008, (the “Interim Financial Statements” and together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008Audited Financial Statements, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) delivered to Buyer. The Purden Lake Financial Statements have been prepared present fairly, in accordance all material respects, the carve-out consolidated financial position of the Business, in conformity with GAAP consistently applied on a consistent basis throughout the periods 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 Purden Lake Balance Sheets Financial Statements are true based on the books and accurate records of Sellers and fairly present their Affiliates that pertain to the Business in all material respects, and may not necessarily be indicative of the conditions that would have existed or the results of operations of the Business if the Business had been operated through unaffiliated entities of Parent. Consistent with carve-out financial statements, portions of certain income and expenses represent allocations made from Parent that are directly attributable to the Business. The carve-out consolidated balance sheet of the Business as of their respective dates December 31, 2009 is referred to herein as the financial condition of Purden Lake. As “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the carve-out consolidated balance sheet of the respective dates Business as of June 30, 2010 is referred to herein as the Purden Lake “Interim Balance Sheets, except Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, administered in accordance with GAAP. The statements Parent has established and maintains a system of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date “internal controls over financial reporting” (as defined in Section 4.2)Rules 13a-15(f) and 15d-15(f) of the Exchange Act) with respect to Parent and its Affiliates on a consolidated basis; provided, however, that Sellers make no representation, implied or otherwise, as to any system of "internal controls over financial reporting" maintained by or applicable to any or all of the Acquired Companies on a carve-out basis.

Financial Statements. (a) Copies of (a) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountantsKeep, and (b) the unaudited balance sheet cause each of Purden Lake as its Subsidiaries to keep, adequate records and books of September 30, 2009 (together account with the balance sheets of Purden Lake as of December 31, 2008respect to its business activities in which proper entries are made in accordance with customary accounting practices reflecting all its financial transactions; and cause to be prepared and furnished to Agent and each Lender, the “Purden Lake Balance Sheets”) and the related unaudited statements of operationsfollowing, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred all to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been be prepared in accordance with GAAP consistently applied throughout on a consistent basis, unless Borrower's certified public accountants concur in any change therein and such change is disclosed to Agent and is consistent with GAAP: (i) not later than 90 days after the periods involved. The Purden Lake Balance Sheets are true close of each fiscal year of Borrower, unqualified (except for a qualification for a change in accounting principles with which the accountant concurs and accurate except for, in the case of the financial statements for the 2001 Fiscal Year only, the qualifications contained in such financial statements, as filed by Borrower with the Securities and fairly present Exchange Commission in connection with the Permitted Note Exchange Offer) audited financial statements of Borrower and its Subsidiaries as of their respective dates the end of such year, on a Consolidated basis, certified by a firm of independent certified public accountants of recognized standing selected by Borrower but acceptable to Agent and, within a reasonable time thereafter a copy of any management letter issued in connection therewith; (ii) not later than 30 days after the end of each month hereafter, including the last month of Borrower's fiscal year, unaudited interim financial condition statements of Purden Lake. As Borrower and its Subsidiaries as of the respective dates end of such month and of the Purden Lake Balance Sheetsportion of the fiscal year then elapsed, except on a Consolidated basis, certified by the principal financial officer of Borrower as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported GAAP and fairly present presenting in all material respects the value financial position and results of operations of Borrower and its Subsidiaries for such month and period subject only to changes from audit and year-end adjustments and except that such statements need not contain notes; (iii) together with each delivery of financial statements pursuant to paragraphs (i) and (ii) (but solely for financial statements delivered as of the assets end of Purden Lakea fiscal quarter) of this subsection 8.1.3, a management report (1) setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent Projections for the current fiscal year delivered pursuant to subsection 8.1.7 and (2) identifying the reasons for any significant variations. The information above shall be presented in reasonable detail and shall be certified by the chief financial officer of Borrower to the effect that such information fairly presents in all material respects the results of operation and financial condition of Borrower and its Subsidiaries as at the dates and for the periods indicated; (iv) promptly after the sending or filing thereof, as the case may be, copies of any proxy statements, financial statements or reports which Borrower has made available to its Securities holders and copies of any regular, periodic and special reports or registration statements which, Borrower or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or any national securities exchange; (v) upon request of Agent, copies of any annual report to be filed in accordance with GAAP. The statements ERISA in connection with each Plan; and (vi) such other data and information (financial and otherwise) as Agent or any Lender, from time to time, may reasonably request, bearing upon or related to the Collateral or Borrower's or any of its Subsidiaries' financial condition or results of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The consolidated balance sheets included in or incorporated by reference into the ProCentury Reports (including the related notes and schedules) fairly present, in all material respects, the consolidated financial position of (a) the audited balance sheet of Purden Lake ProCentury and its consolidated Subsidiaries, taken as a whole, as of December 31their respective dates, 2008 and the related audited consolidated statements of operations, stockholders’ changes in shareholders equity (deficit) and cash flows for included in or incorporated by reference into the fiscal year ended December 31ProCentury Reports (including any related notes and schedules) fairly present, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008in all material respects, the “Purden Lake Balance Sheets”) and the related unaudited statements results of operations, stockholders’ equity retained earnings (loss) and cash flows changes in financial position, as the case may be, of ProCentury and its consolidated Subsidiaries, taken as a whole, for the nineperiods set forth therein (subject, in the case of unaudited statements, to notes and normal year-month period ended September 30end audit adjustments and to any other adjustments described therein (including in the notes thereto)); and in each case were prepared in accordance with GAAP consistently applied during the periods involved, 2009 (except as may be noted therein, or in the financial statements referred to in (a) and (b) collectivelycase of unaudited statements, the “Purden Lake Financial Statements”) have been filed with as permitted by the SEC. (b) ProCentury has previously furnished or made available to Meadowbrook and Merger Sub true and complete copies of the annual statements or other comparable statements for each of the years ended December 31, 2005 and December 31, 2006, together with all exhibits and schedules thereto (collectively, the “ProCentury SAP Statements”), with respect to each of the ProCentury Insurance Subsidiaries, in each case as filed with the Governmental Entity charged with supervision of insurance companies of such ProCentury Insurance Subsidiary’s jurisdiction of domicile. The Purden Lake Financial ProCentury SAP Statements have been were prepared in conformity with applicable statutory accounting practices prescribed or permitted by such Governmental Entity applied on a consistent basis (“SAP”) and present fairly, in all material respects, the statutory financial condition and results of operations of such ProCentury Insurance Subsidiary as of the respective dates thereof or for the respective periods set forth therein, in each case in accordance with GAAP consistently applied throughout SAP. Since December 31, 2005, the periods involvedProCentury SAP Statements were filed with the applicable Governmental Entity in a timely fashion on forms prescribed or permitted by such Governmental Entity, except for such filings, the failure so to file or timely file would not individually or in the aggregate, reasonably be expected to have a ProCentury Material Adverse Effect. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates No deficiencies or violations material to the financial condition of Purden Lake. As any of the respective dates of the Purden Lake Balance SheetsProCentury Insurance Subsidiaries, except as and to the extent reflected individually, whether or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, material in the aggregate, are immaterialhave been asserted in writing by any Governmental Entity which have not been cured or otherwise resolved to the satisfaction of such Governmental Entity (unless not currently pending). ProCentury has made available to Meadowbrook and Merger Sub true and complete copies of all financial examinations, market-conduct examinations and other material reports of Governmental Entities since December 31, 2004, including the most recent reports of state insurance regulatory authorities, relating to each ProCentury Insurance Subsidiary. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the audited The balance sheet of Purden Lake as of December 31, 2008 DDH and its Subsidiaries prepared on a Consolidated Basis for the most recent Fiscal Year ended and the related audited statements of operationsincome, stockholders’ equity and cash flows prepared on a Consolidated Basis for the fiscal year ended December 31such Fiscal Year, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and thereto (bi) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and period covered thereby (except as otherwise noticed in the Quality of Earnings Report); (ii) fairly present as of their respective dates the financial condition of Purden Lake. As DDH and its Subsidiaries in all material respects as of the respective dates date thereof and their results of operations for the period covered thereby, in each case, on a Consolidated Basis, in accordance with GAAP consistently applied throughout the period covered thereby (except as otherwise noticed in the Quality of Earnings Report); and (iii) show all material indebtedness and other liabilities, direct or contingent, of DDH and its Subsidiaries as of the Purden Lake Balance Sheetsdate thereof, except as including liabilities for taxes, material commitments and Indebtedness, to the extent reflected or reserved against thereinrequired to be included thereon in accordance with GAAP. (b) The audited balance sheet of DDH and its Subsidiaries prepared on a Consolidated Basis as of December 31, Purden Lake had no liabilities or obligations 2020, and the related statements of income, equity and cash flows prepared on a Consolidated Basis for such Fiscal Quarter (absolute or contingenti) which should be reflected in the Purden Lake Balance Sheets or the notes thereto were prepared in accordance with GAAPGAAP consistently applied throughout the period covered thereby, and all assets reflected therein are properly reported and except as otherwise expressly noted therein, (ii) fairly present the value financial condition of DDH and its Subsidiaries in all material respects as of the assets date thereof and their results of Purden Lakeoperations for the period covered thereby, in each case, on a Consolidated Basis, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments, except as otherwise expressly noted therein and (iii) show all material indebtedness and other liabilities, direct or contingent, of DDH and its Subsidiaries as of the date of such financial statements, including liabilities for taxes, material commitments and Indebtedness to the extent required to be included thereon in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect The pro forma consolidated balance sheet of DDH and its Subsidiaries (the “Pro Forma Balance Sheet”) furnished to Agent on the date hereof reflects the consummation of the Closing Date Transactions and fairly presents in all material respects the financial condition of DDH and its Subsidiaries as of October 31, 2021, after giving pro forma effect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableClosing Date Transactions as if the Closing Date Transactions occurred on such date. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required The four quarter consolidated cash flow projections of DDH and its Subsidiaries delivered by DDH as of the Closing Date (the “Projections”) were prepared by DDH based upon estimates and assumptions that DDH believes to be filed by it from inception to reasonable and fair on the date hereof. Each such income tax return reflects Closing Date in light of present circumstances and, as of the taxes due Closing Date, reflected DDH’s good faith estimates of the future financial performance of DDH and its Subsidiaries on a consolidated basis and of the other information projected therein for the period covered therebyperiods set forth therein. Notwithstanding the foregoing, except for amounts whichit is understood that such Projections were and remain subject to uncertainties and contingencies, in many of which are beyond the aggregatecontrol of DDH or any of its Subsidiaries, and that no assurance can be given that such Projections will actually be realized. The Projections together with the Pro Forma Balance Sheet, are immaterialreferred to as the “Pro Forma Financial Statements”. (e) All The forecasted balance sheet and statements of Purden Lake’s assets are reflected income and cash flows of DDH and its Subsidiaries delivered pursuant to Section 9.12 were prepared in good faith on the Purden Lake Financial Statementsbasis of the assumptions stated therein, andwhich assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, except as set forth in and represented, at the Purden Lake Schedules or the Purden Lake Financial Statementstime of delivery, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseDDH’s best estimate of its future financial condition and performance. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The interim unaudited financial statements for the Borrower and its Subsidiaries for the most-recently ended Fiscal Quarter, copies of which have been furnished to each Lender, fairly present in all material respects, subject to the absence of footnote disclosure and normal recurring year-end audit adjustments, the consolidated financial condition of the Borrower and its Subsidiaries as at such dates and the consolidated results of the operations of the Borrower and its Subsidiaries for the period ended on such dates, all in conformity with GAAP. (ab) the The audited consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries as of December 31, 2008 and the related audited statements end of operations, stockholders’ equity and cash flows for the fiscal year Fiscal Year ended December 31, 20082014, together and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, copies of which have been furnished to each Lender, (i) were prepared in conformity with GAAP and (ii) fairly present in all material respects, the consolidated financial condition of the Borrower and its Subsidiaries as at the date indicated and the consolidated results of their operations and cash flow for the period indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to such statements and the opinion financial statements). (c) Except as set forth on Schedule 5.04, neither the Borrower nor any of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPits Subsidiaries has, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30the Closing Date, 2009 any material obligation, contingent liability or liability for taxes, long-term leases (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”other than operating leases) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nineor unusual forward or long-month period ended September 30, 2009 (term commitment that is not reflected in the financial statements referred to in (a) and clause (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true above and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein not otherwise permitted by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payablethis Agreement. (d) Purden Lake has timely filed all stateThe Projections have been prepared by the Borrower taking into consideration past operations of its business, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due and reflect projections for the period covered therebybeginning approximately January 1, except 2015 and ending approximately December 31, 2019 on a Fiscal Year by Fiscal Year basis. The Projections are based upon estimates and assumptions stated therein, all of which the Borrower believes, as of the Closing Date, to be reasonable in light of current conditions and current facts known to the Borrower (other than any necessary adjustments due to fees payable in accordance herewith) and, as of the Closing Date, reflect the Borrower’s good faith estimates of the future financial performance of the Borrower and its Subsidiaries and of the other information projected therein for amounts which, in the aggregate, are immaterialperiods set forth therein. (e) All The financial statements and related footnotes provided pursuant to Section 6.01(d) accurately reflect in all material respects the adjustments necessary to eliminate the accounts of Purden Lake’s assets are reflected on Spinco and its Subsidiaries from the Purden Lake Financial Statements, and, except as set forth in related consolidated financial statements of the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseBorrower. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Section 4.09(a) of the Company Disclosure Schedule sets forth true, correct and complete copies of: (ai) the audited consolidated balance sheet of Purden Lake Sub-Aggregator as of December 31, 2008 2021 (the “Balance Sheet”) and the related audited statements audited, consolidated statement of operationsoperations and comprehensive loss, stockholders’ equity consolidated statement of deficit and consolidated statement of cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and 2021; (bii) the unaudited audited consolidated balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake Sub-Aggregator as of December 31, 20082020 and the related audited, consolidated statement of operations and comprehensive loss, consolidated statement of deficit and consolidated statement of cash flows for the “Purden Lake Balance Sheets”fiscal year ended December 31, 2020; and (iii) the unaudited condensed consolidated balance sheet of Sub-Aggregator as of June 30, 2022 and the related unaudited statements condensed consolidated statement of operationsoperations and comprehensive income, stockholders’ unaudited condensed consolidated statement of equity (deficit) and unaudited condensed consolidated statement of cash flows of Sub-Aggregator for the six-months ended June 30, 2022 (clauses (i), (ii) and (iii), collectively, including the related notes and schedules thereto, the “Financial Statements”). The Financial Statements fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto or, with respect to the unaudited financial statements, for normal and recurring year-end adjustments), the consolidated financial position of Sub-Aggregator, as of the dates thereof and its consolidated results of operations and cash flows for the nine-month period ended September 30periods then ended, 2009 and in the case of the Financial Statements in clause (the financial statements referred to in (a) and (b) collectivelyiii), the “Purden Lake Financial Statements”) have been filed with the SECexception of the absence of recurring normal audit adjustments and certain notes or other textual disclosures required under GAAP. (b) The Purden Lake Financial Statements have been prepared Company Entities maintain a system of internal accounting controls appropriate for a business of similar size and nature designed to provide reasonable assurance that: (i) transactions are executed in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets management’s general or specific authorizations, and (ii) transactions are true and accurate and fairly present recorded as necessary to permit preparation of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared statements in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of Attached as Schedule 2.7(a) are: (ai) the audited balance sheet Seller Balance Sheet and Rexam Balance Sheet, (ii) the Seller Income Statement and Rexam Income Statement, (iii) the Seller Statement of Purden Lake as Cash Flows and Rexam Statement of December 31Cash Flows ((i), 2008 (ii) and the related audited statements of operations(iii), stockholders’ equity collectively and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and thereto, the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants“Audited Financial Statements”), and (biv) the unaudited balance sheet Pro Forma Financial Statements. Except as set forth on Schedule 2.7(a) of Purden Lake the Seller Disclosure Letter, (1) the Audited Financial Statements have been prepared using the books of account and other financial records of Seller, Rexam, the Seller Entities, the Rexam Entities and the Purchased Entities, as applicable; (2) the Seller Balance Sheet and Rexam Balance Sheet included in the Audited Financial Statements present fairly, in all material respects, the financial position of the portions of the Business to which they relate as of September 30their respective dates; (3) the Seller Income Statement and the Rexam Income Statement included in the Audited Financial Statements present fairly, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008in all material respects, the “Purden Lake results of operations of that portion of the Business to which they relate and for the respective periods set forth therein; (4) the Seller Statement of Cash Flows and the Rexam Statement of Cash Flows included in the Audited Financial Statements present fairly, in all material respects, the cash flows of that portion of the Business to which they relate for the respective periods set forth therein; and (5) each of the Seller Balance Sheets”) , the Seller Income Statement, the Seller Statement of Cash Flows, the Rexam Balance Sheets, the Rexam Income Statement and the related unaudited statements Rexam Statement of operations, stockholders’ equity and cash flows for Cash Flows included in the nine-month period ended September 30, 2009 Audited Financial Statements has been prepared in conformity with GAAP (in the case of the financial statements referred to of the portion of the Business owned by Seller) or IFRS (in (a) and (b) collectivelythe case of the financial statements of the portion of the Business owned by Rexam), applied on a consistent basis during the “Purden Lake Financial Statements”) have been filed with the SECperiods involved. (b) The Purden Lake Pro Forma Financial Statements (i) have been prepared based on the Audited Financial Statements with such adjustments as are set forth in Section 2.7(b) of the Seller Disclosure Letter and were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true methodology set out in the notes to the Pro Forma Financial Statements; and accurate (ii) present fairly in all material respects the pro forma financial position and fairly present as results of their respective dates the financial condition of Purden Lake. As operation of the respective Business as if the Restructuring occurred on the dates for preparation of pro forma balance sheets and income statements as per the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be applicable guidance set forth therein by GAAPin Article 11 of Regulation S-X promulgated under the Securities Act for preparation of such financial statements. (c) Purden Lake has no liabilities The systems of internal controls over financial reporting with respect to the payment Business are sufficient in all material respects to provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of any federalfinancial statements in accordance with GAAP or IFRS, stateas applicable, countyand to maintain accountability for the assets of the Business, local (ii) receipts and expenditures are executed only in accordance with management’s authorization, (iii) the books and records of the Business accurately and fairly reflect in reasonable detail the transactions and dispositions of the assets of the Business and (iv) Seller or other taxes (including any deficienciesRexam, interest as applicable, can prevent or penalties)timely detect the unauthorized acquisition, except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all stateuse or disposition of the Purchased Assets that could materially affect the financial statements or the Business. To the Knowledge of Seller, federal there are no material weaknesses in the design or local income and/or franchise tax returns required to be filed by it from inception operation of internal controls over financial reporting with respect to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterialBusiness. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of Ventures has delivered to Purchaser (a) the audited consolidated balance sheet sheets of Purden Lake Ventures as of December 31, 2008 1997, 1996 and 1995 and the related audited consolidated statements of operationsincome, stockholders’ ' equity and cash flows for the fiscal year ended December 31years then ended, 2008, together with the notes to such statements and accompanied in each case by the opinion thereon of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ KPMG Peat Marwick LLP, independent certified public accountants, and (b) the unaudited consolidated balance sheet of Purden Lake Ventures (the "Unaudited Balance Sheet") as of September 30, 2009 (together with the balance sheets of Purden Lake as of December August 31, 2008, 1998 (the “Purden Lake "Balance Sheets”Sheet Date") and the related unaudited consolidated statements of operationsincome, stockholders’ ' equity and cash flows for the nine-month period eight months then ended September 30(such financial statements, 2009 (including the financial statements notes thereto, hereinafter being referred to in (a) and (b) collectively, as the “Purden Lake "Financial Statements”) "). The Financial Statements are attached hereto as Schedule 2.8. All of the Financial Statements have been filed with prepared from the SEC. (b) The Purden Lake Financial Statements books and records of Ventures and have been prepared in accordance with GAAP consistently applied throughout and present fairly in all material respects the consolidated financial position of Ventures as of the dates thereof and the consolidated results of its operations for the periods involvedthen ended, except that the unaudited financial statements were prepared on an interim basis, are subject to normal year-end adjustments and do not contain all the footnote disclosures required by GAAP consistently applied. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As None of the respective dates Wired Companies has any debts, obligations, guaranties of the Purden Lake Balance Sheetsobligations of others or liabilities of the type required to be disclosed in a balance sheet prepared in accordance with GAAP or the notes thereto, except as for (a) debts, obligations, guaranties and to the extent liabilities reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Unaudited Balance Sheets Sheet, (b) debts, obligations, guaranties and liabilities referred to in this Agreement or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value any of the assets Schedules hereto or in any of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows the documents or other materials identified in the Purden Lake Financial Statements reflect fairly Schedules hereto (excluding obligations or liabilities arising from the information required to be set forth therein by GAAP. breach or violation of the documents or other materials identified in the Schedules, unless such obligations or liabilities are specifically identified in the Schedules), (c) Purden Lake has no debts, obligations, guaranties and liabilities with respect to incurred or entered into in the payment ordinary course of any federalbusiness after the Balance Sheet Date, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all statedebts, federal obligations and liabilities directly or local income and/or franchise tax returns required indirectly relating to be filed by it from inception this Agreement and the other agreements and instruments being executed and delivered in connection herewith and the transactions referred to the date hereof. Each such income tax return reflects the taxes due for the period covered therebyherein and therein (including obligations to pay legal, except for accounting and investment banker fees and other amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2connection therewith).

Financial Statements. (a) Copies The audited financial statements and unaudited interim financial statements of (a) Parent included or incorporated by reference in the audited balance sheet of Purden Lake Parent Securities Documents, as of December 31their respective dates, 2008 and giving effect to any amendments or supplements thereto filed prior to the date of this Agreement, comply as to form with the then applicable accounting requirements and applicable Canadian Securities Laws and the related audited statements rules and regulations of the SEC (if applicable) with respect thereto, were prepared in accordance with IFRS applied on a consistent basis, and fairly present, in all material respects, the financial position of Parent as of the dates thereof and its results of operations, stockholderschanges in shareholders’ equity and cash flows for the fiscal year periods then ended December 31(subject, 2008in the case of any unaudited interim financial statements, together to normal year-end adjustments, none of which have been and are reasonably likely to be material to Parent). The financial statements of Parent included in each publicly available final registration statement, prospectus, report, form, schedule, release or proxy material to be filed with the notes SEC (if applicable) or the Canadian Securities Commissions pursuant to such statements applicable Canadian Securities Laws or federal or state securities Laws after the date hereof until the Effective Time will comply, as of their respective dates of filing with the SEC (if applicable) or the Canadian Securities Commissions, as the case may be, in all material respects with accounting requirements and the opinion published rules and regulations of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPthe SEC (if applicable) or the Canadian Securities Commissions, independent certified public accountantsas applicable with respect thereto, will be prepared in accordance with IFRS applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and (b) will fairly present the unaudited balance sheet financial position of Purden Lake Parent as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) dates thereof and the related unaudited statements results of operations, stockholders’ equity their operations and cash flows for the nineperiods then ended (subject, in the case of unaudited statements, to normal year-month period ended September 30end audit adjustments which are not, 2009 (individually or in the financial statements referred aggregate, expected to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involvedbe material). The Purden Lake Balance Sheets are true and accurate and fairly present Except as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against thereinin the balance sheet of Parent dated December 31, Purden Lake had no 2013 filed by Parent with the Canadian Securities Commission (including the notes thereto, the “Parent Balance Sheet”), Parent does not have any liabilities (absolute, accrued, contingent or obligations (absolute or contingentotherwise) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required by IFRS to be set forth therein by GAAP. (c) Purden Lake has no on a balance sheet of Parent or in the notes thereto, other than liabilities with respect to and obligations incurred since December 31, 2013 in the payment ordinary course of any federalbusiness which would not, state, county, local individually or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterialreasonably be expected to have a Material Adverse Effect on Parent. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the The audited balance sheet of Purden Lake as of December 31, 2008 and the related audited financial statements of operations, stockholders’ equity and cash flows the Acquired Fund for the fiscal year ended December 31, 20082005, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP accounting principles generally accepted in the United States of America consistently applied throughout the periods involvedand have been audited by Deloitte & Touche LLP . The Purden Lake Balance Sheets are true True and accurate and complete copies of such statements have been furnished to PVC. Such statements fairly present as of their respective dates reflect the financial condition and the results of Purden Lake. As operations of the respective dates Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of or the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of the Purden Lake Balance SheetsAcquired Fund for the six months ended June 30, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto 2006 have been prepared in accordance with GAAPaccounting principles generally accepted in the United States of America consistently applied by WMVT. True and complete copies of such statements have been furnished to PVC. Such statements fairly reflect the financial condition and the results of operations of the Acquired Fund as of such date and the results of operations and changes in net assets for the periods indicated, and all assets reflected therein there are properly reported and fairly present the value no liabilities of the assets Acquired Fund whether actual or contingent and whether or not determined or determinable as of Purden Lakesuch date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in accordance with GAAP. The the financial statements of the Acquired Fund referred to above, liabilities incurred in the ordinary course of business subsequent to December 31, 2005, liabilities previously disclosed to and accepted by PVC and liabilities which in the aggregate have not been and will not be materially adverse to the financial condition, results of operations, stockholders’ equity and cash flows in business or assets of the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPAcquired Fund. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the The audited consolidated and consolidating balance sheet of Purden Lake as of December 31the Parent and its Subsidiaries for the most recent Fiscal Year ended, 2008 and the related audited consolidated and consolidating statements of income or operations, stockholdersshareholders’ equity and cash flows for the such fiscal year ended December 31year, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and thereto (bi) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true period covered thereby, except as otherwise expressly noted therein; and accurate and (ii) fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As the Consolidated Parties as of the respective dates date thereof and their results of operations for the Purden Lake Balance Sheetsperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the Parent and to its Subsidiaries for the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAPmost recent Fiscal Quarter ended, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties)period covered thereby, except for taxes accrued but not yet due and payable. as otherwise expressly noted therein, (dii) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to fairly present the financial condition of the Consolidated Parties as of the date hereof. Each such income tax return reflects the taxes due thereof and their results of operations for the period covered thereby, except for amounts whichsubject, in the aggregatecase of clauses (i) and (ii), are immaterial. to the absence of footnotes and to normal year-end audit adjustments, and (eiii) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no show all material indebtedness and other liabilities, direct or indirectcontingent, matured or unmaturedof the Consolidated Parties as of the date of such financial statements, contingent or otherwiseincluding liabilities for taxes, material commitments and Indebtedness. (fc) Purden Lake shall The consolidated and consolidating pro forma balance sheet of the Borrower and its Subsidiaries as the date of the formation of the Parent, and the related consolidated and consolidating pro forma statements of income and cash flows of the Borrower and its Subsidiaries for the period covered thereby, with a Financial Officer Certification, copies of which have no liabilities on been furnished to each Lender, fairly present the consolidated and consolidating pro forma financial condition of the Borrower and its Subsidiaries as at such date and the consolidated and consolidating pro forma results of operations of the Borrower and its Subsidiaries for such period, all in accordance with GAAP. (d) The annual operating budget consisting of statements of income or operations and cash flows and other information for each of the Unencumbered Pool Properties (or any Real Estate Assets or other properties proposed to be included as Unencumbered Pool Properties) supporting pro forma covenant compliance calculations hereunder and delivered prior to the Closing Date or otherwise pursuant to Section 7.1(d) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such statements or other information, and represented, at the time of delivery, the Borrower’s reasonable estimate of the future income, operations or cash flows for such Unencumbered Pool Properties (as defined in Section 4.2or other Real Estate Assets or other properties).

Financial Statements. (a) Copies Prior to the execution of this Agreement, Love has delivered to Purchaser true and complete copies of the following financial statements: (a) the audited balance sheet sheets of Purden Lake the Company and its consolidated subsidiaries as of December 31__________________________, 2008 and the related audited consolidated statements of operations, stockholders’ ' equity and cash flows for each of the fiscal years then ended, together with a true and correct copy of the unqualified report with no exceptions or modifications, but with allowable explanatory language with respect to the Company's ability to continue as a going concern, on such audited information by _____________________, and all letters from such accountants with respect to the results of such audits; and (b) the unaudited balance sheets of the Company and its consolidated subsidiaries as of _________________, and the related unaudited consolidated statements of operations, stockholders' equity and cash flows for the portion of the fiscal year ended December 31, 2008, together with then ended. Except as set forth in the notes to thereto and as disclosed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, all such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (ai) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and on a consistent basis, (ii) fairly present as of their respective dates the consolidated financial condition and results of Purden Lake. As operations of the Company and its consolidated subsidiaries as of the respective dates thereof and for the respective periods covered thereby, and (iii) were compiled from the Books and Records of the Purden Lake Balance Sheets, except as Company and the Subsidiaries regularly maintained by management and used to prepare the extent reflected or reserved against financial statements of the Company and the Subsidiaries in accordance with the principles stated therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected . The Company and the Subsidiaries have maintained their respective Books and Records in a manner sufficient to permit the Purden Lake Balance Sheets or the notes thereto prepared preparation of financial statements in accordance with GAAP, such Books and Records fairly reflect, in all material respects, the income, expenses, assets reflected therein are properly reported and fairly present the value liabilities of the assets Company and the Subsidiaries and the Books and Records provided a fair and accurate basis for the preparation of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Audited Financial Statements reflect fairly and the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Unaudited Financial Statements. Except for those Subsidiaries listed in SECTION 2.09 OF THE DISCLOSURE SCHEDULE, andthe financial condition and results of operations of each Subsidiary are, except as set forth and for all periods referred to in this SECTION 2.09 have been, consolidated with those of the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseCompany. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Attached to Section 2.3(a) of the Seller Disclosure Schedule are true, correct and complete copies of the following financial statements: (ai) the audited Seller’s unaudited balance sheet of Purden Lake sheets, as of December 31, 2008 2020 and the related audited December 31, 2019, and Seller’s unaudited statements of operations, statements of changes in stockholder’s deficit and statements of cash flows for the years then ended, respectively, and (ii) Seller’s unaudited balance sheet as of March 31, 2021 (the “Base Balance Sheet”, and such date, the “Most Recent Balance Sheet Date”) and statements of operations, changes in stockholders’ equity deficit and cash flows for the fiscal year three month period ended December March 31, 20082021. The unaudited financial statements have been prepared from Seller’s Books and Records and in accordance with U.S. GAAP applied on a consistent basis throughout the periods covered thereby, together with and fairly presents in all material respects the notes to such statements financial condition and results of operations of Seller and the opinion Business as of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountantsthe dates, and for the periods, indicated thereon, except that (bx) the unaudited balance sheet interim financial statements are subject to normal year-end adjustments, (y) the unaudited annual and interim financial statements do not contain footnote disclosure and (z) as set forth on Section 2.3(a) of Purden Lake as the Seller Disclosure Schedule. Since the Most Recent Balance Sheet Date, there have been no material changes in the accounting policies of September 30Seller (including any change in depreciation or amortization policies or rates, 2009 (together or policies with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”respect to reserves for uncollectible accounts receivable or excess or obsolete inventory) and the related unaudited statements no revaluation of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SECSeller’s properties or assets. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and Seller is not liable for or subject to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities any material Liability with respect to any of the payment of any federal, state, county, local Acquired Assets or other taxes (including any deficiencies, interest or penalties)the Business, except for taxes accrued but (i) Liabilities reflected, reserved for or otherwise described on the Base Balance Sheet and not yet due and payable. previously paid or discharged, (dii) Purden Lake has timely filed all stateLiabilities incurred since the Most Recent Balance Sheet Date in the Ordinary Course of Business, federal which Liabilities are not, individually or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. material in amount or significance (eand none of which arose from a breach of Contract or non-compliance with applicable Law), (iii) All of Purden Lake’s assets are reflected on expressly contemplated by or under the Purden Lake Financial StatementsTransaction Documents, and, except or (iv) as set forth in on Section 2.3(b) of the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseSeller Disclosure Schedule. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The Borrower has furnished to each of the Banks: (a) the audited pro forma consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries and of the Guarantor as of December 31, 2008 the Balance Sheet Date and the their related audited consolidated statements of operationsincome, stockholders’ changes in stockholder equity and cash flows for the fiscal year ended December 31then ended, 2008, together with certified by an Authorized Officer of the notes to such statements Borrower and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPGuarantor, independent certified public accountantsas applicable, and (b) the unaudited a pro forma consolidated balance sheet and a pro forma consolidated statement of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity income and cash flows of the Borrower and its Subsidiaries and of the Guarantor for each of the nine-month period fiscal quarters of the Borrower ended September 30since the Balance Sheet Date certified by an Authorized Officer of the Borrower and the Guarantor, 2009 (the financial statements referred as applicable, to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout generally accepted accounting principles consistent with those used in the periods involved. The Purden Lake Balance Sheets are true preparation of the annual statements delivered pursuant to subsection (a) above and accurate and to fairly present as of their respective dates the financial condition of Purden Lake. As the Borrower and its Subsidiaries and the Guarantor as at the close of business on the dates thereof and the results of operations for the fiscal quarters then ended (subject to year-end adjustments), and (c) an unaudited consolidated statement of Net Operating Income for the Borrower and its Subsidiaries and the Guarantor and an unaudited statement of Net Operating Income for each parcel of Real Estate for the fiscal year ended December 31, 1996, satisfactory in form to the Majority Banks and certified by an Authorized Officer of the respective dates Borrower and the Guarantor, as applicable, as fairly presenting the operating income for such parcels for such periods. Such balance sheet and statements of the Purden Lake Balance Sheetsincome, except as stockholder's equity and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto cash flows have been prepared in accordance with GAAP, and all assets reflected therein are properly reported generally accepted accounting principles and fairly present the value financial condition of the assets Borrower and its Subsidiaries and the Guarantor as of Purden Lake, in accordance with GAAPsuch dates and the results of the operations of the Borrower and its Subsidiaries and the Guarantor for such periods. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has There are no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise, of the Borrower or any of its Subsidiaries or the Guarantor involving material amounts not disclosed in said financial statements and the related notes thereto. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The Company has furnished Prudential and each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (ai) Copies of (a) the audited a consolidated balance sheet of Purden Lake the Company and its Subsidiaries as of December 31the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and a consolidated statement of income, 2008 stockholders' equity and statement of cash flows of the Company and its Subsidiaries for each such year, all certified by Deloitte & Touche for such other accounting firm as may be reasonably acceptable to such Purchaser); and (ii) a consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related audited comparable quarterly period in the preceding fiscal year and consolidated statements of operationsincome, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for the periods from the beginning of the fiscal year ended December 31years in which such quarterly periods are included to the end of such quarterly periods, 2008, together with prepared by the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the Company. Such financial statements referred (including any related schedules and/or notes) are true and correct in all material respects (subject, as to in (a) interim statements, to changes resulting from audits and (b) collectivelyyear-end adjustments), the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied followed throughout the periods involved. The Purden Lake Balance Sheets are true involved and accurate show all liabilities, direct and fairly present as of their respective dates the financial condition of Purden Lake. As contingent, of the respective dates of the Purden Lake Balance Sheets, except as Company and its Subsidiaries required to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared shown in accordance with GAAP, and all assets reflected therein are properly reported and such principles. The balance sheets fairly present the value condition of the assets of Purden LakeCompany and its Subsidiaries as at the dates thereof, in accordance with GAAP. The and the statements of operations, stockholders’ equity income and statements of cash flows fairly present the results of the operations of the Company and its Subsidiaries for the periods indicated. There has been no material adverse change in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. business, condition (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements have been furnished. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Parent has delivered or made available to the Company a true and complete copy of (a) each report, schedule, registration statement and definitive proxy statement or information statement filed by Parent with the audited balance sheet SEC in respect of Purden Lake as of December 31its fiscal years ending November 30, 2008 1996 and 1997 under the Securities Act and the related audited statements of operations, stockholders’ equity Exchange Act and cash flows for will deliver to the fiscal year ended December 31, 2008, together Company promptly upon the filing thereof with the notes to SEC all such reports, schedules, registration statements and proxy statements as may be filed after the opinion date hereof and prior to the Effective Time (as such documents have since the time of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPtheir filing been amended, independent certified public accountantsor may after their filing, and (b) if after the unaudited balance sheet of Purden Lake as of September 30date hereof, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008be amended, the “Purden Lake Balance Sheets”) and "Parent SEC Reports"), which are or will be all the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred documents that Parent was or will be required to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed file with the SEC. As of their respective dates, the Parent SEC Reports complied or will comply in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such Parent SEC Reports, and none of the Parent SEC Reports contained or will contain any untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made or will be made, not misleading. (b) The Purden Lake As of their respective dates, the financial statements of Parent included or to be included in the Parent SEC Reports (the "Parent Financial Statements have been prepared Statements") complied or will comply as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, and present or will present fairly in all material respects the consolidated financial position of Parent and its Subsidiaries and the consolidated results of operations, changes in shareholders' equity and cash flows of Parent and its Subsidiaries as of the dates and for the periods indicated, in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheetson a consistent basis, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected subject in the Purden Lake Balance Sheets or case of interim financial statements to normal year-end adjustments and except for the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value absence of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows certain footnote information in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPunaudited statements. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The financial statements of the Company and its Subsidiaries included (aor incorporated by reference) in the audited balance sheet of Purden Lake as of December 31, 2008 and Company SEC Reports (including the related audited statements notes, where applicable) (the “Company Financial Statements”) (i) fairly present in all material respects the consolidated results of operations, cash flows, changes in stockholders’ equity and cash flows consolidated financial position of the Company and its Subsidiaries for the respective fiscal year ended December 31periods or as of the respective dates therein set forth (subject in the case of unaudited statements to normal year-end adjustments), 2008(ii) complied, together as of their respective dates of filing with the notes to such statements SEC, in all material respects with applicable accounting requirements and with the opinion published rules and regulations of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountantsthe SEC with respect thereto, and (biii) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The Purden Lake Balance Sheets are true books and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As records of the respective dates Company and its Subsidiaries have been, since January 1, 2012, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. Ernst & Young LLP has not resigned (or informed the Company that it intends to resign) or been dismissed as independent public accountants of the Purden Lake Balance SheetsCompany as a result of or in connection with any disagreements with the Company on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. (b) Neither the Company nor any of its Subsidiaries has any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that would be required by GAAP to be reflected on a consolidated balance sheet of the Company and its consolidated Subsidiaries (or in the notes thereto), except (a) as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Company’s consolidated balance sheet included in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 (the “Balance Sheets Sheet Date”) (including any notes thereto), (b) for liabilities incurred in the ordinary course of business since the Balance Sheet Date, (c) liabilities under this Agreement, including fees and expenses payable to any accountant, outside legal counsel or financial advisor which are incurred in connection with the negotiation of this Agreement or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value consummation of the assets of Purden Laketransactions contemplated by this Agreement (including the Merger) and (d) for liabilities which, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows individually or in the Purden Lake Financial Statements reflect fairly aggregate, would not reasonably be expected to have a Material Adverse Effect on the information required to be set forth therein by GAAPCompany. (c) Purden Lake has no liabilities with respect to The records, systems, controls, data and information of the payment of any federalCompany and its Subsidiaries are recorded, statestored, county, local or other taxes maintained and operated under means (including any deficiencieselectronic, interest mechanical or penaltiesphotographic process, whether computerized or not) that are under the exclusive ownership and direct control of the Company or its Subsidiaries or accountants (including all means of access thereto and therefrom), except for taxes accrued but as would not, either individually or in the aggregate, reasonably be likely to have a Material Adverse Effect on the Company. The Company (i) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to the Company, including its Subsidiaries, is made known to the chief executive officer and the chief financial officer of the Company by others within those entities as appropriate to allow timely decisions regarding required disclosures and to make the certifications required by the Exchange Act and Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (ii) has disclosed, based on its most recent evaluation prior to the date hereof, to the Company’s outside auditors and the Audit Committee of the Company’s Board of Directors (x) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (y) to the knowledge of the Company, any fraud, whether or not yet due material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. Copies of any such disclosures were made in writing by management to the Company’s auditors and payableAudit Committee and a copy has been previously made available to Parent. To the knowledge of the Company, there is no reason to believe that the Company’s outside auditors and its chief executive officer and chief financial officer will not be able to give the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, without qualification, prior to the Closing Date. (d) Purden Lake has timely filed all stateSince January 1, federal or local income and/or franchise tax returns required to be filed by it from inception 2012, (i) neither the Company nor any of its Subsidiaries, nor, to the date hereof. Each such income tax return reflects knowledge of the taxes due for Company, any director, officer, auditor, accountant or representative of the period covered therebyCompany or any of its Subsidiaries, except for amounts whichhas received any complaint, allegation, assertion or claim, whether written or, to the knowledge of the Company, oral, regarding the accounting or auditing practices or procedures of the Company or any of its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim whether written or, to the knowledge of the Company that the Company or any of its Subsidiaries has engaged in questionable accounting, auditing or actuarial practices, and (ii) no attorney representing the aggregateCompany or any of its Subsidiaries, are immaterialwhether or not employed by the Company or any of its Subsidiaries, has reported evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or any of its officers, directors or employees to the Board of Directors of the Company or any committee thereof or, to the knowledge of the Company, to any director or officer of the Company. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The (a) Copies consolidated balance sheets of (a) the audited balance sheet of Purden Lake Borrower and its Subsidiaries as of December August 31, 2008 2014 and (b) consolidated balance sheets of Borrower and its Subsidiaries as of May 31, 2015, and in each case, and the related audited consolidated statements of operations, stockholders’ equity and cash flows and consolidated statements of capital shares and equities for the fiscal year ended December 31Fiscal Year then ended, 2008and with respect to clause (a) above, the accompanying footnotes, together with the notes to such statements and the unqualified opinion thereon, dated August 31, 2014 of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PricewaterhouseCoopers LLP, independent certified public accountants, and (b) copies of which have been furnished to the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) Administrative Agent and the related unaudited statements Syndication Parties, fairly present in all material respects the consolidated financial condition of operations, stockholders’ equity Borrower and cash flows its Subsidiaries as at such dates and the results of the consolidated operations of Borrower and its Subsidiaries for the nine-month period ended September 30periods covered by such statements, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared all in accordance with GAAP consistently applied throughout the periods involvedapplied. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates Since August 31, 2014, there has been no material adverse change in the financial condition condition, results of Purden Lakeoperations, business or prospects of Borrower or any of its Subsidiaries. As of the respective dates of the Purden Lake Balance SheetsClosing Date, except as and to the extent reflected or reserved against therein, Purden Lake had there are no liabilities of Borrower or obligations (absolute any of its Subsidiaries, fixed or contingent) , which should be are material but are not reflected in the Purden Lake Balance Sheets financial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2014. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the notes thereto prepared Syndication Parties in accordance connection with GAAP, and all assets reflected the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein are properly reported and fairly present the value not materially misleading in light of the assets of Purden Lakecircumstances in which they were made and taken together with the other information, in accordance with GAAP. The statements of operations, stockholders’ equity exhibits and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect reports furnished to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableAdministrative Agent and/or the Syndication Parties. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies State Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2010 filed with the SEC under the Securities Exchange Act of 1934 (athe “Exchange Act”) sets forth the audited consolidated balance sheet sheets of Purden Lake State Bancorp as of December 31, 2008 2010 and 2009, and the related audited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows for the periods ended December 31 in each of the three years 2008 through 2010, accompanied by the audit report of State Bancorp’s independent public accountants (collectively, the “State Bancorp Financial Statements”). The State Bancorp Financial Statements (including the related notes), have been prepared in accordance with GAAP consistently applied during the periods involved, and fairly present in all material respects the consolidated financial position of State Bancorp as of the respective dates set forth therein, and the related consolidated statements of income, changes in shareholders’ equity and of cash flows (including the related notes, where applicable) fairly present in all material respects the consolidated results of operations and changes in shareholders’ equity and of cash flows of State Bancorp for the respective fiscal year ended periods set forth therein. (b) The books and records of State Bancorp and its Significant Subsidiaries have been and are being maintained in material compliance with applicable legal and accounting requirements, and reflect only actual transactions. (c) Except as set forth in the State Bancorp Disclosure Schedule and except to the extent reflected, disclosed or reserved against in the State Bancorp Financial Statements, as of December 31, 20082010, together neither State Bancorp nor any of its Significant Subsidiaries had any obligations or liabilities, whether absolute, accrued, contingent or otherwise material to the business, operations, assets or financial condition of State Bancorp or any of its Significant Subsidiaries and which are required by GAAP to be disclosed in the State Bancorp Financial Statements. Except as disclosed in State Bancorp’s earnings press release for the quarter ended March 31, 2011, included as an exhibit to its current report on Form 8-K filed with the notes SEC on April 15, 2011, or as set forth in the State Bancorp Disclosure Schedule, since December 31, 2010 and to such statements the date hereof, neither State Bancorp nor any of its Significant Subsidiaries have incurred any material liabilities except in the ordinary course of business and the opinion consistent with past banking practice, except as specifically contemplated by or incurred in connection with this Agreement. (d) The State Bancorp Disclosure Schedule includes a copy of ▇▇▇▇State Bancorp’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, 2010 which includes information regarding “off-balance sheet arrangements” effected by State Bancorp. (e) ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities expressed its opinion with respect to the payment financial statements of any federal, state, county, local or other taxes State Bancorp and its subsidiaries (including any deficiencies, interest or penaltiesthe related notes), except for taxes accrued but not yet due is and payable. has been throughout the periods covered by such financial statements (dx) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date a registered public accounting firm (as defined in Section 4.22(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and (y) “independent” with respect to State Bancorp within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board. The State Bancorp Disclosure Schedule lists all non-audit services performed by ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP (or any other of its then independent public accountants) for State Bancorp and its Significant Subsidiaries since January 1, 2008.

Financial Statements. (a) Copies of (a) the audited The Company has prepared a consolidated balance sheet of Purden Lake the Company and the Subsidiaries as of December 31the end of the fiscal year ending in 1997, 2008 (the "REVIEWED BALANCE SHEET") and the related audited statements consolidated statement of operationsincome, stockholders’ shareholders' equity and cash flows of the Company and the Subsidiaries for the such fiscal year ended December 31(the Balance Sheet and such consolidated statement of income, 2008shareholders' equity and cash flows are hereinafter referred to collectively as the "REVIEWED STATEMENT"), together in each case, reviewed by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ in accordance with generally accepted auditing standards and accompanied by the notes to such statements and the opinion related report of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇. A true and complete copy of each of the Reviewed Statement has been delivered to ▇▇▇▇▇▇ LLP, independent certified public accountantsand is attached as an exhibit to, and constitute an integral part of, the Company Disclosure Schedule. The Company has also prepared unaudited consolidated balance sheets of the Company and the Subsidiaries as of the last day of each month ending after January 1, 1998 (b) including the unaudited consolidated balance sheet sheets to be furnished to ▇▇▇▇▇▇ pursuant to Section 6.07, the "UNAUDITED BALANCE SHEETS") and the unaudited consolidated statements of Purden Lake income and cash flows of the Company and the Subsidiaries for the one-month periods then ended (the Unaudited Balance Sheets and such statements of income and cash flows, including the unaudited consolidated statements of income and cash flows to be furnished to ▇▇▇▇▇▇ pursuant to Section 6.07, are hereinafter referred to collectively as of September 30the "UNAUDITED STATEMENTS" and, 2009 (together with the balance sheets of Purden Lake Reviewed Statements, as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC"FINANCIAL STATEMENTS"). (b) The Purden Lake Financial Statements Statements, including, without limitation, the notes thereto, (i) are complete and correct in all material respects, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true books and accurate records of the Company and the Subsidiaries, and (iii) present fairly present the consolidated financial position of the Company and the Subsidiaries and their consolidated results of operations and cash flows as of their respective dates the financial condition of Purden Lake. As of and for the respective dates of the Purden Lake Balance Sheetsand time periods in accordance with GAAP applied on a basis consistent with prior accounting periods, except as noted thereon and to the extent reflected or reserved against thereinsubject to, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value case of the assets of Purden LakeUnaudited Statements, in accordance with GAAP. The statements of operations, stockholders’ equity normal and cash flows in the Purden Lake Financial Statements reflect fairly the information required recurring year-end adjustments which were not or are not expected to be set forth therein by GAAP. material in amount. All changes in accounting methods (cfor financial accounting purposes) Purden Lake has no liabilities made, agreed to, requested or required with respect to the payment Company or any of any federalthe Subsidiaries since August 31, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, 1998 are reflected in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (ai) Copies of (a) the audited The consolidated balance sheet of Purden Lake the Parent Borrower and its Subsidiaries as of at December 31, 2008 2017, and the related audited consolidated statements of operations, stockholderscomprehensive income, shareholders’ equity and cash flows of the Parent Borrower and its Subsidiaries for the Fiscal Year then ended, audited by Deloitte, independent public accountants, copies of which have been delivered to the Lenders, fairly present the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such date and the consolidated results of the operations of the Parent Borrower and its Subsidiaries for the period ended on such date, all prepared in accordance with GAAP applied on a consistent basis. (ii) The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the last day of September 30, 2018, and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year ended December 31Parent Borrower and its Subsidiaries for the Fiscal Quarter then ended, 2008, together with fairly present the notes to consolidated financial condition of the Parent Borrower and its Subsidiaries as at such statements date and the opinion consolidated results of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, the operations of the Parent Borrower and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows its Subsidiaries for the nine-month period ended September 30on such date, 2009 (subject to the financial statements referred absence of footnotes and to in (a) and (b) collectivelynormal year-end audit adjustments, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been all prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates on a consistent basis. (iii) Since December 31, 2017, there has been no material adverse change in the financial condition or results of Purden Lake. As operations of the respective dates of the Purden Lake Balance Sheets, except Parent Borrower and Restricted Subsidiaries taken as and to the extent reflected or reserved against therein, Purden Lake a whole that has had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPa Material Adverse Effect. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The Borrower has furnished to the Lender (a) Copies of (ai) the audited consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries as of December 31, 2008 2012 and the related audited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows for the fiscal year then ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, reported on by PricewaterhouseCoopers LLP and (bii) the unaudited consolidated balance sheet of Purden Lake the Borrower and its Subsidiaries as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 312013, 2008, the “Purden Lake Balance Sheets”) and the related unaudited consolidated statements of operations, stockholders’ equity income and cash flows for the nineFiscal Quarter and year-month to-date period ended then ending, certified by a Responsible Officer. Such financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as of such date and the consolidated results of op­erations and cash flows for such period in conformity with GAAP consistently applied, subject, with respect to the unaudited financial statements, normal year-end adjustments and the absence of footnotes. Since September 30, 2009 (2013, there have been no changes with respect to the financial statements referred Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in (a) and (b) collectivelythe aggregate, a Material Adverse Effect. In addition, the “Purden Lake Borrower has provided to the Lender copies of the Call Reports filed by its Financial Statements”) have been Institution Subsidiaries for the period ending September 30, 2013, and copies of the FRY-9LP Report and the FRY-9C Report filed by the Borrower for the period ending September 30, 2013. Each of such reports filed by the Borrower or the Financial Institution Subsidiaries with any Governmental Authority is true and correct and is in accordance with the SEC. (b) The Purden Lake respective books of account and records of the Borrower and the Financial Statements have Institution Subsidiaries, and has been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true applicable banking regulations, rules and accurate guidelines on a basis consistent with prior periods, and fairly present as of their respective dates and accurately presents, in all material respects, the financial condition of Purden Lake. As the Borrower and the Financial Institution Subsidiaries and their respective assets and liabilities and the results of the their respective dates operations as of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPsuch date. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the The audited consolidated balance sheet of Purden Lake as of the Parent and its Subsidiaries for the Fiscal Year ended December 31, 2008 2019, and the related audited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the fiscal year ended December 31such Fiscal Year, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and thereto (bi) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and period covered thereby, except as otherwise expressly noted therein; (ii) fairly present as of their respective dates the financial condition of Purden Lake. As the Parent and its Subsidiaries as of the respective dates date thereof and their results of operations for the Purden Lake Balance Sheetsperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and to the extent reflected or reserved against therein(iii) show all material indebtedness and other liabilities, Purden Lake had no liabilities or obligations (absolute direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) which should be reflected in The unaudited consolidated balance sheet of the Purden Lake Balance Sheets Parent and its Subsidiaries for the Fiscal Quarter ended September 30, 2019, and the related consolidated statements of income or the notes thereto operations and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAPGAAP consistently applied throughout the period covered thereby, and all assets reflected therein are properly reported and except as otherwise expressly noted therein, (ii) fairly present the value financial condition of the assets Parent and its Subsidiaries as of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due thereof and their results of operations for the period covered thereby, except for amounts whichsubject, in the aggregatecase of clauses (i) and (ii), are immaterial. to the absence of footnotes and to normal year-end audit adjustments, and (eiii) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no show all material indebtedness and other liabilities, direct or indirectcontingent, matured or unmaturedof the Parent and its Subsidiaries as of the date of such financial statements, contingent or otherwiseincluding liabilities for taxes, material commitments and Indebtedness. (fc) Purden Lake shall The financial statements delivered pursuant to Section 7.1(a) and (b) have no liabilities been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and present fairly (on the Closing Date basis disclosed in the footnotes to such financial statements, if applicable) the consolidated financial condition, results of operations and cash flows of the Parent and its Subsidiaries as of the dates thereof and for the periods covered thereby. (as defined d) The consolidated forecasted balance sheet and statements of income and cash flows of the Parent and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in Section 4.2)good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts.

Financial Statements. (a) Copies of (a) Parent has heretofore furnished to the audited Lenders its consolidated balance sheet of Purden Lake as of December 31, 2008 sheets and the related audited statements of operationsincome, stockholders’ equity and cash flows of each of (i) Parent and (ii) Triad, in each case as of and for the 2006 fiscal year ended December 31year, 2008, together with the notes to such statements audited by and accompanied by the opinion of ▇▇▇▇▇▇▇▇▇ Deloitte & ▇▇▇▇▇▇▇ LLPTouche LLP (in the case of Parent) or Ernst & Young LLP (in the case of Triad), independent certified public accountants, and (bii) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with and for each 2007 fiscal quarter of each of Parent and Triad thereafter ended at least 45 days prior to the balance sheets Closing Date. Such financial statements present fairly in all material respects the financial condition and results of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity operations and cash flows of Parent and its consolidated subsidiaries and Triad and its consolidated subsidiaries as of such dates and for such periods. Such balance sheets and the nine-month period ended September 30notes thereto disclose all material liabilities, 2009 (direct or contingent, of Parent and its consolidated subsidiaries and Triad and its consolidated subsidiaries as of the dates thereof. Such financial statements referred were prepared in accordance with GAAP applied on a consistent basis in all material respects, subject, in the case of unaudited financial statements, to in (a) year-end audit adjustments and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SECabsence of footnotes. (b) The Purden Lake Financial Statements Parent has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma statements of income as of the four consecutive fiscal quarters most recently ended at least 45 days before the Closing Date, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the four-quarter period ending on such date. Such pro forma financial statements have been prepared in accordance with GAAP consistently applied throughout good faith by Parent, based on the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates assumptions used to prepare the pro forma financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected information contained in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein Confidential Information Memorandum (which assumptions are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein believed by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to Parent on the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities hereof and on the Closing Date (to be reasonable) and present fairly on a pro forma basis the estimated consolidated financial position of Parent and its consolidated Subsidiaries as defined in Section 4.2)of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be, it being understood that projections as to future events are not to be viewed as facts and are subject to significant uncertainties and contingencies, many of which are beyond Parent’s control, and that no assurance can be given that any particular projections will be realized, and that actual results may differ and such differences may be material.

Financial Statements. (a) Copies The unaudited Consolidated income statements, balance sheets and other financial statements of (a) the audited balance sheet of Purden Lake as of ISA and its Subsidiaries dated December 31, 2008 2009 previously delivered to Agent and each of the related audited Consolidated and, as applicable, consolidating financial statements of operations, stockholders’ equity ISA and cash flows for its Subsidiaries delivered pursuant to Sections 6.1(a) and 6.1(b) (the fiscal year ended December 31, 2008, together with the notes to most recently delivered of such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008financial statements, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Current Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout (subject to normal year-end adjustments and lack of footnotes in the periods involvedcase of monthly or quarterly financials). The Purden Lake Balance Sheets are true and accurate and fairly Consolidated balance sheets contained in the Current Financial Statements present as of their respective dates fairly, in all material respects, the financial condition of Purden Lake. As ISA and its Subsidiaries on a Consolidated basis as of the respective dates thereof in accordance with GAAP (subject to normal year-end adjustments and lack of footnotes in the Purden Lake Balance Sheetscase of monthly or quarterly financials). The statements of income contained in the Current Financial Statements present fairly, except as in all material respects, the results of operations of ISA and its Subsidiaries on a Consolidated and consolidating basis for the fiscal periods then ended in accordance with GAAP (subject to normal year-end adjustments and lack of footnotes in the extent reflected case of monthly or reserved against thereinquarterly financials). There are no liabilities, Purden Lake had no liabilities secured or obligations unsecured (whether accrued, absolute or contingent) actual, contingent or otherwise), which should be were not reflected in the Purden Lake Balance Sheets or balance sheets of ISA and its Subsidiaries contained in the notes thereto prepared Current Financial Statements and which, in accordance with GAAP, and in all assets material respects, should have been reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPsuch balance sheets. (cb) Purden Lake has no liabilities with respect Borrowers’ Fiscal Year is from January 1st to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableDecember 31st. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) Commencing with the Fiscal Year ending December 31, 2017, the audited consolidated balance sheet of Purden Lake as of December 31the Borrower and its Subsidiaries for the most recent Fiscal Year ended, 2008 and the related audited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the fiscal year ended December 31such Fiscal Year, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and thereto (bi) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and period covered thereby, except as otherwise expressly noted therein; (ii) fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As the Borrower and its Subsidiaries as of the respective dates date thereof and their results of operations for the Purden Lake Balance Sheetsperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and to the extent reflected or reserved against therein(iii) show all material indebtedness and other liabilities, Purden Lake had no liabilities or obligations (absolute direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) which should be reflected in Commencing with the Purden Lake Balance Sheets or Fiscal Quarter ending June 30, 2018, the notes thereto prepared in accordance with GAAPunaudited consolidated balance sheet of the Borrower and its Subsidiaries for the most recent Fiscal Quarter ended, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties)period covered thereby, except for taxes accrued but not yet due as otherwise expressly noted therein, (ii) fairly present in all material respects the financial condition of the Borrower and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to its Subsidiaries as of the date hereof. Each such income tax return reflects the taxes due thereof and their results of operations for the period covered thereby, except for amounts whichsubject, in the aggregatecase of clauses (i) and (ii), are immaterial. to the absence of footnotes and to normal year-end audit adjustments, and (eiii) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no show all material indebtedness and other liabilities, direct or indirectcontingent, matured or unmaturedof the Borrower and its Subsidiaries as of the date of such financial statements, contingent or otherwiseincluding liabilities for taxes, material commitments and Indebtedness. (fc) Purden Lake shall have no liabilities on The projections and the other pro forma financial information delivered to the Administrative Agent prior to the Closing Date (are based upon good faith estimates and assumptions believed by management of the Borrower to be accurate and reasonable at the time made, it being recognized and agreed by the Lenders that such financial information as defined in Section 4.2)it relates to future events is not to be viewed as fact, projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Credit Parties, no assurances can be given that any particular projection will be realized and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein, and such differences may be material.

Financial Statements. (a) Copies The Company has previously provided to SPAC true and complete copies of (ai) the audited consolidated balance sheet of Purden Lake as of December 31, 2008 sheets and the related audited statements of operations, stockholderscomprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of and for the fiscal year years ended December 31, 20082020 and December 31, 2019, together with the notes auditor’s report thereon (provided that such financial statements shall not be required to such statements and include a signed audit opinion, which signed audit opinion shall instead be delivered concurrently with the opinion filing of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, the Registration Statement with the SEC) (the “Audited Financial Statements”) and (bii) the unaudited consolidated balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholderscomprehensive loss, convertible preferred shares and shareholders’ equity (deficit) and cash flows of the Company and its consolidated subsidiaries as of and for the nine-month nine‑month period ended September 30, 2009 2021 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Unaudited Financial Statements”). The Financial Statements (i) have been filed fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject, in the case of the Unaudited Financial Statements, to normal year‑end adjustments that are not material in the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) were prepared in conformity with GAAP applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and, in the case of the Unaudited Financial Statements, the absence of footnotes or the inclusion of limited footnotes), (iii) were prepared from, and are in accordance in all material respects with, the books and records of the Company and its consolidated subsidiaries, and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SECSEC following the date of this Agreement, will comply in all material respects with the applicable provisions of the Exchange Act and the Securities Act and the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as in effect as of the respective dates thereof. (b) The Purden Lake When delivered pursuant to Section 8.3, the Closing Company Financial Statements (i) will fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries, as at the respective dates thereof, and their consolidated results of operations, their consolidated changes in convertible preferred shares and shareholders’ equity (or deficit) and their consolidated cash flows for the respective periods then ended (subject to normal year‑end adjustments that are not material in the aggregate and the absence of footnotes or inclusion of limited footnotes), (ii) will have been prepared in conformity with GAAP applied on a consistent basis during the periods covered (except as may be indicated in the notes thereto and for the absence of footnotes or the inclusion of limited footnotes), (iii) will have been prepared from, and will be in accordance in all material respects with, the books and records of the Company and its consolidated subsidiaries and (iv) when delivered by the Company for inclusion in the Registration Statement for filing with the SEC following the date of this Agreement in accordance with GAAP consistently applied throughout Section 8.3, will comply in all material respects with the periods involved. The Purden Lake Balance Sheets are true applicable provisions of the Exchange Act and accurate the Securities Act and fairly present the applicable accounting requirements and other rules and regulations of the SEC applicable to a registrant, in each case, as of their respective dates the financial condition of Purden Lake. As in effect as of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPthereof. (c) Purden Lake has no liabilities with respect Neither the Company nor any of its Subsidiaries is a party to, or is subject to the payment of any federalcommitment to become a party to, stateany joint venture, county, local off-balance sheet partnership or other taxes any similar Contract (including any deficienciesContract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, interest or penaltieson the one hand, and any unconsolidated Affiliate, on the other hand), except for taxes accrued but not yet due and payableincluding any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements. (d) Purden Lake Neither the Company nor any of its Subsidiaries has timely filed all statereceived from any employee of the Company or its Subsidiaries any written or, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects knowledge of the taxes due for Company, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the period covered therebyCompany or any of its Subsidiaries and neither the Company nor any of its Subsidiaries nor, except for amounts whichto the knowledge of the Company, any independent auditor of the Company has identified or been made aware of (i) any significant deficiency or material weakness in the aggregatesystem of internal accounting controls utilized by the Company, are immaterial. (eii) All of Purden Lakeany fraud, whether or not material, that involves the Company’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth management or other employees who have a significant role in the Purden Lake Schedules preparation of financial statements or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct internal accounting controls utilized by the Company or indirect, matured or unmatured, contingent or otherwise(iii) any allegation in writing regarding any of the foregoing. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the The audited consolidated and consolidating balance sheet of Purden Lake as of December 31the Borrower and its Subsidiaries for the most recent Fiscal Year ended, 2008 and the related audited consolidated and consolidating statements of income or operations, stockholdersshareholders’ equity and cash flows for such Fiscal Year, and the fiscal year ended December 31summaries/schedules prepared by management of the Borrower with respect to the Regulated Subsidiaries and the other Subsidiaries of the Borrower, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC.thereto: (bi) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and period covered thereby, except as otherwise expressly noted therein; (ii) fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As the Borrower and its Subsidiaries as of the respective dates date thereof and their results of operations for the Purden Lake Balance Sheetsperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and to the extent reflected or reserved against thereinother liabilities, Purden Lake had no liabilities or obligations (absolute direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) which should be reflected in The unaudited consolidated and consolidating balance sheet of the Purden Lake Balance Sheets or Borrower and its Subsidiaries for the notes thereto prepared in accordance with GAAPmost recent Fiscal Quarter ended, and all assets reflected therein are properly reported the related consolidated and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The consolidating statements of income or operations, stockholdersshareholders’ equity and cash flows in for such Fiscal Quarter, and the Purden Lake Financial Statements reflect fairly summaries/schedules prepared by management of the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities Borrower with respect to the payment Regulated Subsidiaries and the other Subsidiaries of any federal, state, county, local or other taxes the Borrower: (including any deficiencies, interest or penalties)i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except for taxes accrued but not yet due and payable.as otherwise expressly noted therein; (dii) Purden Lake has timely filed fairly present in all state, federal or local income and/or franchise tax returns required to be filed by it from inception to material respects the financial condition of the Borrower and its Subsidiaries as of the date hereof. Each such income tax return reflects the taxes due thereof and their results of operations for the period covered thereby, except for amounts whichsubject, in the aggregatecase of clauses (b)(i) and (b)(ii), are immaterial.to the absence of footnotes and to normal year‑end audit adjustments; and (eiii) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no show all material indebtedness and other liabilities, direct or indirectcontingent, matured or unmaturedof the Borrower and its Subsidiaries as of the date of such financial statements, contingent or otherwiseincluding liabilities for taxes, material commitments and Indebtedness. (fc) Purden Lake shall have no liabilities The consolidated and consolidating forecasted balance sheet and statements of income and cash flows of the Credit Parties and their Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the Closing Date (as defined basis of the assumptions stated therein, which assumptions were fair in Section 4.2)light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s good faith estimate of its future financial condition and performance based upon assumptions believed to be reasonable at the time.

Financial Statements. (a) Copies of Included in the Bridgeway Schedules are (ai) the audited balance sheet sheets of Purden Lake Bridgeway as of December October 31, 2008 2011 and October 31, 2010 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year twelve months ended December October 31, 20082011 and the period from inception to October 31, 2010, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇ ▇▇▇ & ▇▇▇▇▇▇▇ LLPAccountancy Corporation, independent certified public accountants, with respect thereto and (bii) the unaudited balance sheet sheets of Purden Lake Bridgeway as of September 30, 2009 (together with the balance sheets of Purden Lake as of December January 31, 2008, the “Purden Lake Balance Sheets”) 2012 and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-three month period ended September 30ending January 31, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC.2012; (b) The Purden Lake Financial Statements All such financial statements have been prepared in accordance with GAAP generally accepted accounting principles consistently applied throughout the periods involved. The Purden Lake Balance Sheets Bridgeway balance sheets are true and accurate and present fairly present as of their respective dates the financial condition of Purden LakeBridgeway. As of the respective dates date of the Purden Lake Balance Sheetssuch balance sheets, except as and to the extent reflected or reserved against therein, Purden Lake Bridgeway had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets balance sheets or the notes thereto prepared in accordance with GAAPgenerally accepted accounting principles, and all assets reflected therein are properly reported and present fairly present the value of the assets of Purden LakeBridgeway, in accordance with GAAPgenerally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP.generally accepted accounting principles; (c) Purden Lake Bridgeway has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.; (d) Purden Lake Bridgeway has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax return returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.; (e) The books and records, financial and otherwise, of Bridgeway are in all material aspects complete and correct and have been maintained in accordance with generally accepted accounting principles consistently applied throughout the periods involved; and (f) All of Purden LakeBridgeway’s assets are reflected on the Purden Lake Financial Statementsits financial statements, and, except as set forth in the Purden Lake Bridgeway Schedules or the Purden Lake Financial Statementsfinancial statements of Bridgeway or the notes thereto, Purden Lake Bridgeway has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of Schedule 2.6(a) sets forth (ai) the audited an unaudited combined pro forma balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake Combined Business as of September 30, 2009 1997 (the "Balance Sheet") and related unaudited combined pro forma statement of income of the Combined Business for the six months ended September 30, 1997 (together with the balance sheets Balance Sheet, the "Financial Statements"). The Excluded Assets, the Aerospace Excluded Assets, the Non-Assumed Liabilities and the Aerospace Non-Assumed Liabilities are excluded from the Balance Sheet. The Financial Statements are in accordance with the books and records of Purden Lake the Sellers and the Sellers under the Aerospace Agreement and except for the Excluded Assets, the Aerospace Excluded Assets, the Non-Assumed Liabilities, the Aerospace Non-Assumed Liabilities and as set forth in Schedule 2.6(a) fairly present the financial position and results of operations of the Combined Business on a stand-alone basis as of December 31the date and for the period indicated, 2008in conformity with GAAP throughout the period specified and in accordance with the procedures and criteria set forth on Schedule 1.6(a), except as expressly set forth therein and except that the “Purden Lake Balance Sheets”) Financial Statements may omit notes and are subject to normal year-end adjustments which are not, in the aggregate, material. Except as described on Schedule 2.6(a), all fees, charges, costs and expenses associated with the ownership, leasing, operation, maintenance and management of the Combined Business and the related unaudited statements Assets owned, used or held for use by the Combined Business have been fully and properly reflected and charged on the Financial Statements in accordance with GAAP (to the extent such items are required to be so reflected and charged in accordance with GAAP). All Purchased Assets, Assumed Liabilities, Aerospace Acquired Assets and Aerospace Assumed Liabilities are disclosed on or reflected in the Balance Sheet except (i) as disclosed on Schedule 2.6(a), and (ii) as disposed of operations, stockholders’ equity and cash flows for the nine-month period ended or transferred between September 30, 2009 (1997 and the financial statements referred to Closing Date in (a) the ordinary course of business consistent with past practice and (b) collectively, the “Purden Lake Financial Statements”) have been filed in accordance with the SECthis Agreement. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise future tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as benefits set forth in the Purden Lake Schedules or Balance Sheet as of the Purden Lake Financial Statementsdate hereof represent future tax benefits as of March 31, Purden Lake has no material liabilities1997. No later than 30 days after the date hereof, direct or indirectParent shall deliver written notice to AlliedSignal of the amount of future tax benefits as of September 30, matured or unmatured1997, contingent or otherwiseand the Balance Sheet shall be adjusted accordingly. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Schedule 3.4(a) contains true and complete copies of the Bank’s (ai) the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited statements of operationsfinancial condition and related statements of income, stockholderschanges in shareholders’ equity and cash flows flows, as of and for the fiscal year years ended December 31, 20082005 and 2004, together with accompanied by the notes to such statements and the opinion report thereon of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCompany, independent certified public accountantsP.C. (the “Annual Financial Statements”), and (bii) the unaudited balance sheet statement of Purden Lake financial condition and related statement of income as of September 30March 31, 2009 2006 (together the “Interim Financial Statements”). The Bank has also made available to Parent true and complete copies of all Consolidated Reports of Condition and Income filed by the Bank with the balance sheets of Purden Lake bank regulatory authorities as of and for each period during the three years ended December 31, 2008, 2005 (the “Purden Lake Balance SheetsCall Reports”) ). The Annual Financial Statements, Interim Financial Statements and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements Call Reports are collectively referred to in (a) and (b) collectively, herein as the “Purden Lake Bank Financial Statements”. The Annual Financial Statements fairly present the financial position of the Bank and the results of its operations at the dates and for the periods indicated therein in conformity with United States generally accepted accounting principles (“GAAP”) have been filed applied consistently during the periods covered thereby. The Interim Financial Statements fairly present the financial position of the Bank and the results of its operations at the dates and for the periods indicated in conformity with GAAP consistently applied during the periods covered thereby, except that the Interim Financial Statements are subject to normal year-end adjustments required by GAAP. As of their respective dates, the Call Reports complied with the SECrules and regulations of Applicable Banking Authorities and did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present Except as set forth on Schedule 3.4(b), as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance SheetsBank Financial Statements and as of the date of this Agreement, except as and to the extent Bank did not have any material liabilities, fixed or contingent, that are not fully reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected provided for in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Bank Financial Statements reflect fairly the information required to be set forth therein by GAAPor otherwise disclosed in this Agreement. (c) Purden Lake Since December 31, 2005, (i) the business of the Bank has been conducted only in the ordinary course, consistent with prior practices, and (ii) no liabilities with respect to the payment of any federalevent, statecondition or circumstance has occurred that, county, local individually or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected has had or could reasonably be expected to have a Material Adverse Effect on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseBank. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Except as set forth in Schedule 10.7, the consolidated audited financial statements of (a) Limco and the audited Limco Subsidiaries for the fiscal year ended October 31, 2004, consisting of the consolidated balance sheet of Purden Lake as of December 31, 2008 such date and the related audited statements of operations, changes in stockholders’ equity and cash flows for the fiscal year then ended December 31(the “Financial Statements”), 2008, together with the notes to such statements which Financial Statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPDeloitte and Touche thereon dated February 8, independent certified public accountants2005, and (b) have been furnished to Calavo, present fairly in all material respects, the unaudited balance sheet financial position of Purden Lake Limco as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) such date and the related unaudited statements results of operations, stockholders’ equity operations and cash flows for the nine-month period ended September 30year then ended, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently GAAP, applied on a consistent basis throughout such period. Except as set forth in Schedule 10.7, the periods involved. The Purden Lake Balance Sheets are Financial Statements, and all accompanying exhibits and schedules were true complete and accurate and fairly present correct in all respects as of their respective the dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheetsthereof, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto were prepared in accordance with GAAP, applied on a consistent basis throughout such period, except as otherwise stated therein, and all assets reflected therein are properly reported presented fairly the financial position as at the date of, and fairly present the value results of operations for the assets periods covered by, such statements of Purden LakeLimco and the Limco Subsidiaries. The unaudited consolidated and consolidating balance sheets and statements of income changes in stockholders equity and cash flow (the “Most Recent Financial Statements”) of Limco as of and for the months ending April 30, 2005 (“Most Recent Fiscal Month”) have not been prepared in accordance with GAAP, but nevertheless present fairly, in all material respects, the financial condition of Limco as of such date and the result of operations of Limco for such periods and are consistent with the books and records of Limco. The statements Limco’s management has disclosed, based on its most recent evaluation to Limco’s auditors and the audit committee of operationsLimco’s Board of Directors, stockholders’ equity and cash flows (i) all significant deficiencies in the Purden Lake Financial Statements reflect fairly the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Limco’s ability to record, process, summarize and report financial information required to be set forth therein by GAAP. and (cii) Purden Lake has no liabilities with respect to the payment of any federalfraud, statewhether or not material, county, local that involved management or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableemployees who have a significant role in Limco’s internal control over financial reporting. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The historical audited financial statements of (a) the audited balance sheet of Purden Lake as of December 31Borrower on a consolidated basis for its most recently completed Fiscal Year, 2008 and the related audited statements of operationsincome, stockholders’ changes in stockholder’s equity, and changes in cash flow for the annual fiscal period ended on such date, all accompanied by reports thereon containing opinions without qualification by the Accountants, and the historical unaudited financial statements of Borrower on a consolidated basis for that portion of its current Fiscal Year ended with its most recently completed Fiscal Quarter and Fiscal Month for which financial statements have been reported and the related statements of income, changes in stockholder’s equity and changes in cash flows flow for the fiscal year periods ended December 31on such date, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Historical Financial Statements”) ), copies of which have been filed delivered to Agent, have been prepared in accordance with GAAP, consistently applied (except for changes in application in which such Accountants have concurred) and present fairly in all material respects the SECfinancial position of the Borrower on a consolidated basis at such dates and the results of its operations for such periods. Since the last day of the Borrower’s most recently completed Fiscal Year, there has been no change in the condition, financial or otherwise, of Loan Parties as shown on the balance sheet of Borrower on a consolidated basis of such date and no change in the aggregate value of machinery, equipment and Real Property owned by them, except changes in the Ordinary Course of Business, none of which individually or in the aggregate has had a Material Adverse Effect. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout one year cash flow projections (presented on a monthly basis) of the periods involved. The Purden Lake Balance Sheets are true Borrower on a consolidated basis and accurate and fairly present their projected balance sheets as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance SheetsOriginal Closing Date, except as and furnished to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected Agent on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Original Closing Date (as defined in Section 4.2the “Projections”), were prepared by the chief financial officer of Borrower Representative, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Loan Parties’ collective judgment based on present circumstances of the most likely set of conditions and course of action for the projected period.

Financial Statements. (a) Copies The Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of (ai) the audited consolidated balance sheet sheets of Purden Lake as of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 2008 and the related audited consolidated statements of operationsincome, stockholdersshareholders’ equity equity, and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31of the Borrower then ended, 2008, together with accompanied by the notes to such statements and the opinion report thereon of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, ; and (bii) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the condensed consolidated balance sheets of Purden Lake as of December 31the Borrower and its consolidated Subsidiaries for the fiscal quarter ended March 29, 2008, the “Purden Lake Balance Sheets”) 2009 and the related unaudited condensed consolidated statements of operationsincome of cash flows of the Borrower and its consolidated Subsidiaries for each of the fiscal periods then ended. All such financial statements have been prepared in accordance with GAAP, stockholders’ equity consistently applied (except as stated therein), and fairly present the financial position of the Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the nine-month period ended September 30respective periods indicated, 2009 (subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which shall be material. The Borrower and its Subsidiaries did not have, as of the date of the latest financial statements referred to above, and will not have as of the Closing Date after giving effect to the incurrence of Loans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in (a) the foregoing financial statements or the notes thereto in accordance with GAAP and (b) collectivelythat in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the “Purden Lake Financial Statements”) have been filed with the SECBorrower and its Subsidiaries. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As projections of the respective dates Borrower and its Subsidiaries for the fiscal years 2009 through 2012 prepared by the Borrower and delivered to the Administrative Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Purden Lake Balance SheetsBorrower in good faith after taking into account historical levels of business activity of the Borrower and its Subsidiaries, except as and to the extent reflected or reserved against thereinknown trends, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAPincluding general economic trends, and all assets reflected therein are properly reported other information, assumptions and fairly present the value estimates considered by management of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity Borrower and cash flows in the Purden Lake Financial Statements reflect fairly the information required its Subsidiaries to be set forth therein by GAAP. (c) Purden Lake has pertinent thereto; provided, however, that no liabilities with respect representation or warranty is made as to the payment impact of any federal, state, county, local future general economic conditions or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required as to be filed by it from inception to whether the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden LakeBorrower’s assets are reflected on the Purden Lake Financial Statements, and, except projected consolidated results as set forth in the Purden Lake Schedules or Financial Projections will actually be realized, it being recognized by the Purden Lake Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on Projections may differ materially from the Financial Projections. No facts are known to the Borrower as of the Closing Date (as defined which, if reflected in Section 4.2)the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein.

Financial Statements. (a) Copies i. Attached to Section [•] of the Disclosure Schedule are true, correct and complete copies of (ai) the audited consolidated balance sheet of Purden Lake Bottler and its Subsidiaries as of December 31[•], 2008 [•] and [•], and the related audited consolidated statements of operationsincome, retained earnings, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, accompanied by the notes reports thereon of Bottler's independent auditors (collectively referred to such statements as the “Financial Statements”), and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited consolidated balance sheet of Purden Lake Bottler and its Subsidiaries as of September 30at __________, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited consolidated statements of operationsincome, retained earnings, stockholders’ ' equity and changes in financial position of Bottler and its Subsidiaries, together with all related notes and schedules thereto, other than such notes and schedules that are customarily only included in year-end audited financial statements (collectively referred to as the "Interim Financial Statements"). Each of the Financial Statements and the Interim Financial Statements (1) are correct and complete in all material respects and have been prepared in accordance with the books and records of Bottler and its Subsidiaries, (2) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (3) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of Bottler and its Subsidiaries as at the respective dates thereof and for the nine-month period ended September 30respective periods indicated therein, 2009 (except as otherwise noted therein and subject, in the financial statements referred to in (a) and (b) collectively, case of the “Purden Lake Interim Financial Statements”) have been filed , to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and to the absence of notes (that if presented, would not differ materially from those included in the most recently audited balance sheet included in the Financial Statements). ii. Section [•] of the Acquisition Agreement contemplates the delivery of the Interim Monthly Data. The Interim Monthly Data will be prepared in good faith in a manner consistent with the SEC. (b) The Purden Lake preparation of the Financial Statements have been and will be derived from the books and records of Bottler. Sections [•] and [•] contemplate the delivery of the Interim Quarterly Data and the Interim Annual Data. The Interim Quarterly Data and the Interim Annual Data: (1) will be prepared from the books and records of Bottler and its Affiliates and will be prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true indicated and accurate will have been maintained on a basis consistent with the past practice of Bottler, and fairly present (2) will accurately reflect in all material respects, as of their respective the dates therein specified and for the periods indicated therein, and subject to the assumptions set forth therein, the assets and liabilities of Bottler and will fairly and accurately present, in all material respects, as of the dates therein specified and for the periods therein indicated, and subject to the assumptions set forth therein, the financial condition of Purden Lake. As and results of the respective dates operations of Bottler, subject to normal and recurring year-end adjustments that will not, individually or in the Purden Lake Balance Sheetsaggregate, except as be material and to the extent reflected or reserved against thereinabsence of notes (that if presented, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected would not differ materially from those included in the Purden Lake Balance Sheets or most recently audited balance sheet included in the notes thereto prepared Financial Statements). iii. Bottler and its Subsidiaries maintain accurate books and records reflecting each of their assets and liabilities and maintain proper and adequate internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of annual financial statements for external purposes in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value . iv. All Receivables that have not been collected as of the assets date of Purden Lake, in accordance with GAAP. The statements the closing of operations, stockholders’ equity and cash flows the acquisition will represent valid obligations of the customers of Bottler or its Subsidiaries arising from bona fide transactions entered into in the Purden Lake Financial Statements reflect fairly the information required ordinary course of business consistent with past practice, will be current and, to Bottler’s knowledge, will be set forth therein by GAAP. collectible (c) Purden Lake has no liabilities with respect to the payment net of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as reserves set forth in the Purden Lake Schedules books and records of Bottler) without resort to legal proceedings or the Purden Lake Financial Statements, Purden Lake collections agencies. Bottler has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwisenot factored any of its Receivables. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The Company has furnished each Purchaser of the Series A Notes and any Accepted Shelf Notes with the following financial statements: (ai) Copies consolidated balance sheets of (a) the audited balance sheet Company and its Subsidiaries as at December 31st in each of Purden Lake the three fiscal years of the Company most recently completed prior to the date as of December 31, 2008 which this representation is made or repeated to such Purchaser (other than fiscal years completed within 105 days prior to such date for which audited financial statements have not been released) and the related audited consolidating (by division and product line) and consolidated statements of operations, stockholders’ equity income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for the fiscal year ended December 31each such year, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, all reported on by PricewaterhouseCoopers LLP and (bii) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the consolidated balance sheets of Purden Lake the Company and its Subsidiaries as at the end of December 31, 2008, the “Purden Lake Balance Sheets”quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related unaudited comparable quarterly period in the preceding fiscal year and consolidating (by division and product line) consolidated statements of operations, stockholders’ equity income and cash flows and a consolidated statement of shareholders’ equity for the nine-month period ended September 30periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 2009 (prepared by the Company. Such financial statements referred (including any related schedules and/or notes) are true and correct in all material respects (subject, as to in (a) interim statements, to changes resulting from audits and (b) collectivelyyear-end adjustments and the absence of all required footnotes), the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied followed throughout the periods involved. The Purden Lake Balance Sheets are true involved and accurate show all liabilities, direct and fairly present as of their respective dates the financial condition of Purden Lake. As contingent, of the respective dates of the Purden Lake Balance Sheets, except as Company and its Subsidiaries required to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared shown in accordance with GAAP, and all assets reflected therein are properly reported and such principles. The balance sheets fairly present the value consolidated condition of the assets of Purden LakeCompany and its Subsidiaries as at the dates thereof, in accordance with GAAP. The and the statements of operationsincome, stockholders’ equity and cash flows fairly present the results of the operations of the Company and its Subsidiaries and their cash flows for the periods indicated. There has been no material adverse change in the Purden Lake Financial Statements reflect fairly business, property or assets, financial condition or operations of the information required to be set forth therein by GAAP. Company or its Subsidiaries taken as a whole since (ca) Purden Lake has no liabilities with respect to the payment closing of the Series A Notes, September 30, 2003, and (b) with respect to the closing of any federalShelf Notes, state, county, local or other taxes (including any deficiencies, interest or penalties), except the end of the most recent fiscal year for taxes accrued but not yet due and payablewhich such audited financial statements have been furnished. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of So long as (a1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit Finance Corporation or an affiliate (“Spirit”) in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, continues to exceed twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of Purden Lake as that balance sheet if the acquisitions of December 31those assets were reported in a report on Form 8-K) then, 2008 Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the Holding Unaudited Financial Reports (defined below) unless such failure to deliver the Holding Unaudited Financial Reports continues and is not cured within an additional fifteen (15) days after the related audited statements aforesaid forty-five (45) day period), the interim unaudited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal year period then ended December 31of SKO Group Holding Corp. and its consolidated subsidiaries (the “Holding Unaudited Reporting Financials”), 2008, together with which Tenant acknowledges shall be filed as part of Spirit’s Securities and Exchange Commission (“SEC”) reporting obligations; (B) such other financial information reasonably requested by Landlord to the notes extent required for Landlord to such statements satisfy its filing obligations under the rules and regulations of the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, SEC; and (bC) income and expense statements for the unaudited balance sheet business at each Property Location, in the form attached hereto as Exhibit J (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (ii) within seventy-five (75) days after the end of Purden Lake each fiscal year of Tenant (provided, however, that so long as of September 30Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, 2009 Tenant shall not be in Default under this Lease for failure to deliver the Holding Audited Financial Reports (together with defined below) unless such failure to deliver the balance sheets of Purden Lake as of December 31, 2008Holding Audited Financial Reports continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the “Purden Lake Balance Sheets”audited (A) and the related unaudited statements consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the nine-month fiscal period then ended September 30, 2009 of SKO Group Holding Corp. and its consolidated subsidiaries (the “Holding Audited Reporting Financials”), and together with the Holding Unaudited Reporting Financials, (the “Holding Reporting Financials”), which Tenant acknowledges shall be filed as part of Spirit’s SEC reporting obligations; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements referred for the business at each Property Location (such information to be subject to the confidentiality and non-disclosure provisions set forth in (a) and Section 31.17(g)). (b) collectivelyAt such time as (1) the provisions of Section 16.01(j) are no longer in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date, on an aggregate basis, continues to exceed twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the Tenant Unaudited Financial Reports (defined below) unless such failure to deliver the Tenant Unaudited Financial Reports continues and is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the interim unaudited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of Tenant and its consolidated subsidiaries (the “Tenant Unaudited Reporting Financials”); (B) such other financial information reasonably requested by Landlord to the extent required for Spirit to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, however, that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the Tenant Audited Reporting Financials and Tenant Reporting Financials (each defined below) unless such failure to deliver the Tenant Audited Reporting Financials and Tenant Reporting Financials continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the audited (A) consolidated balance sheet, statement of operations, statement of stockholders’ equity and statement of cash flows and all other related schedules for the fiscal period then ended of Tenant and its consolidated subsidiaries (the “Tenant Audited Reporting Financials” and together with the Tenant Unaudited Reporting Financials, the “Purden Lake Financial StatementsTenant Reporting Financials”), (B) have been filed such other financial information reasonably requested by Landlord to the extent required for Spirit to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each Property Location (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)). (c) So long as (1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, continues to exceed ten percent (10%) but is less than twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, Tenant shall deliver to Landlord such financial statements and information required for Spirit to comply with all reporting requirements of the SEC. (bd) The Purden Lake Financial Statements have been prepared At such time as the provisions of Section 16.01(j) are no longer in accordance with GAAP consistently applied throughout effect, and at all times thereafter during the periods involved. The Purden Lake Balance Sheets are true Term of this Lease, Tenant shall deliver to Landlord the following financial statements: (i) within forty-five (45) days after the end of each fiscal quarter of Tenant (provided, however, that Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and accurate and fairly present as of their respective dates is not cured within an additional fifteen (15) days after the aforesaid forty-five (45) day period), the (A) Tenant Unaudited Reporting Financials; (B) such other financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and information reasonably requested by Landlord to the extent reflected or reserved against thereinrequired for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (C) income and expense statements for the business at each of the Property Locations (such information to be subject to the confidentiality and non-disclosure provisions set forth in Section 31.17(g)); and (ii) within seventy-five (75) days after the end of each fiscal year of Tenant (provided, Purden Lake had no liabilities or however, that so long as Tenant delivers to Landlord “draft” statements within the aforesaid seventy-five (75) day period, Tenant shall not be in Default under this Lease for failure to deliver the following items unless such failure to deliver same continues and is not cured within an additional ten (10) days after the aforesaid seventy-five (75) day period), the (A) Tenant Audited Reporting Financials; (B) such other financial information reasonably requested by Landlord to the extent required for Landlord to satisfy its filing obligations under the rules and regulations of the SEC; and (absolute or contingentC) which should income and expense statements for the business at each of the Property Locations (such information to be reflected subject to the confidentiality and non-disclosure provisions set forth in the Purden Lake Balance Sheets or the notes thereto Section 31.17(g)). (e) All financial statements to be provided hereunder shall be prepared in accordance with GAAP, and all assets reflected therein are properly reported the Holding Reporting Financials and fairly present the value of the assets of Purden Lake, Tenant Reporting Financials will be prepared in accordance with GAAPRegulation S-X promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that any unaudited Reporting Financials will not be reviewed by independent public accountants. The statements In the event of operations, stockholders’ equity and cash flows changes after the Effective Date in the Purden Lake Financial Statements reflect fairly rules and regulations of the information required SEC applicable to Tenant’s obligations hereunder, Landlord will reasonably cooperate with Tenant to the extent Tenant wishes to appeal or otherwise seek exemptive relief from such requirements from the SEC, subject to Landlord’s obligation to timely file the applicable financial information. To the extent such changes are the sole cause of an increase in the cost of compliance hereunder and under Section 31.17(e) of the Other Lease of more than Two Hundred Fifty Thousand Dollars ($250,000), in the aggregate on an annual basis, such additional reporting costs in excess of Two Hundred Fifty Thousand Dollars ($250,000) on an annual basis (adjusted annually for the increase in the CPI) shall be set forth therein paid by GAAPLandlord. (cf) Purden Lake At such time as (1) the provisions of Section 16.01(j) shall be in effect and (2) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date and the Property Locations under the Other Lease on such measurement date, on an aggregate basis, no longer exceeds twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, the Holding Reporting Financials shall no longer be required to comply with Regulation S-X and Spirit shall no longer include such Reporting Financials as part of its SEC filings. At such time as (i) the provisions of Section 16.01(j) are no longer in effect and (ii) the purchase price paid by Spirit in respect of the Property Locations leased to Tenant hereunder on any measurement date, on an aggregate basis, no longer exceeds twenty percent (20%) of Spirit’s total assets as of the date of its most recent audited balance sheet (including any assets acquired subsequent to the date of that balance sheet if the acquisitions of those assets were reported in a report on Form 8-K) then, the Tenant Reporting Financials shall no longer be required to comply with Regulation S-X and Spirit shall no longer include such Reporting Financials as part of its SEC filings. (g) Landlord agrees to treat as confidential, and to not disclose without Tenant’s written consent, all income and expense statements for the business at each Property Location and any other information specific to a Property Location including, but not limited to, the reports generated by Tenant under Section 31.17(j) (collectively, the “Confidential Information”); provided, however, that Confidential Information does not include information which (i) is already known to Landlord prior to receipt as evidenced by prior documentation thereof or has no liabilities been independently developed by Landlord on a non-confidential basis; (ii) is or becomes generally available to the public other than as a result of an improper disclosure by Landlord or its representatives; (iii) becomes available to Landlord on a non-confidential basis from a source other than Tenant or any of its representatives, provided that such source is not, to Landlord’s knowledge, bound by a confidentiality agreement with or other contractual, legal or fiduciary obligation of confidentiality to Tenant with respect to the payment such information; or (iv) is disclosed pursuant to a requirement of any federala court, state, county, local administrative agency or other taxes regulatory or governmental body or is disclosed pursuant to applicable law, rule or regulation. Notwithstanding the foregoing, Landlord may, without the written consent of Tenant, disclose any Confidential Information solely to a Mortgagee or trustee in connection with a Securitization or a rating agency involved with respect to such Securitization (including collectively, the “Disclosure Parties”) and the Disclosure Parties may further disclose the Confidential Information solely to B-piece buyers in connection with the Securitization or an institutional investor that typically invests in Securitizations of this type and size (“Other Parties”) to the extent the Disclosure Parties customarily disclose the same to the Other Parties in connection with the Securitization and to the extent requested by the Other Parties; provided that (A) the Disclosure Parties and the Other Parties are advised that the Confidential Information is confidential, (B) the Confidential Information may not be placed in any deficienciesprospectus, interest or penaltiesother Securities offering material or other written materials by Landlord, or any Mortgagee, trustee or rating agency or any Affiliated Party, and (C) the Disclosure Parties and the Other Parties (other than the rating agencies which are not required to execute a Confidentiality Agreement but may only disclose information to parties that have executed a Confidentiality Agreement), except for taxes accrued but not yet due execute a confidentiality agreement substantially in the form attached hereto as Schedule 31.17(g), or such other form as reasonably agreed upon by Tenant, Landlord, the Disclosure Parties, and/or the Other Parties (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section, (a) in no event shall any Confidential Information be disclosed to any retailers, and payable(b) Landlord and Tenant understand and agree that the Disclosure Parties may disclose aggregate, portfolio level financial information regarding Tenant and the Properties as a whole. (dh) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required All financial statements to be filed provided hereunder shall be certified by it from inception to the chief financial officer or administrative member of Tenant, which certification shall be in the form of Schedule 31.17(h) attached hereto and shall state that such financial statements (i) are true, complete and correct in all material respects, (ii) fairly present, in all material respects, the financial condition of Tenant as of the date hereofof such reports, and (iii) satisfy the requirements set forth in Section 31.17. Each If Tenant discovers that its financial statements contain a misstatement or an omission in any material respect, it shall promptly notify Landlord of same and take such income tax return reflects the taxes due for the period covered therebyactions as are reasonably necessary to correct such financial statements; provided, except for amounts whichhowever, in no event shall Tenant willfully and intentionally misstate its financial statements. In no event shall Tenant have any liability to Landlord or its affiliates in respect of any breach of the aggregate, are immaterial. (e) All of Purden Lakeforegoing certification caused by Tenant’s assets are reflected on the Purden Lake Financial Statements, andnegligence or gross negligence or, except as set forth in the Purden Lake Schedules or the Purden Lake Financial StatementsSection 16.01 and Section 16.02, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwisefor failure to perform its obligations under this Section 31.17. Landlord’s sole rights and remedies for a breach of this Section 31.17 shall be limited to those remedies that are available to Landlord as set forth in Section 16.02 of this Lease. (fi) Purden Lake Tenant agrees that the Holding Audited Reporting Financials and the Tenant Audited Reporting Financials shall have no liabilities on be audited by, and the Closing Date (as defined in Section 4.2).Holdi

Financial Statements. (a) Copies of Valley’s (a) Annual Report on Form 10-K for the audited year ended December 31, 2013 filed with the SEC under the Exchange Act sets forth the consolidated balance sheet sheets of Purden Lake Valley as of December 31, 2008 2013 and 2012, and the related audited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows for the fiscal year periods ended December 3131 in each of the three years 2011 through 2013, 2008, together with accompanied by the notes to such statements and the opinion audit report of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Valley’s independent certified public accountants, and (b) Quarterly Report on Form 10-Q for the period ended March 31, 2014 filed with the SEC under the Exchange Act sets forth the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the consolidated balance sheets of Purden Lake Valley as of December March 31, 2008, the “Purden Lake Balance Sheets”) 2014 and 2013 and the related unaudited consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows for of the nine-month period three months ended September 30March 31, 2009 2014 and 2013 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Valley Financial Statements”) have been filed with the SEC. (b) ). The Purden Lake Valley Financial Statements (including the related notes), have been prepared in accordance with GAAP consistently applied throughout during the periods involved. The Purden Lake Balance Sheets are true and accurate , and fairly present in all material respects the consolidated financial position of Valley as of their respective dates the financial condition of Purden Lake. As of the respective dates set forth therein, and the related consolidated statements of income, changes in shareholders’ equity and of cash flows (including the Purden Lake Balance Sheetsrelated notes, except where applicable) fairly present in all material respects the consolidated results of operations and changes in shareholders’ equity and of cash flows of Valley for the respective fiscal periods set forth therein. (b) The books and records of Valley and its Significant Subsidiaries have been and are being maintained in material compliance with applicable legal and accounting requirements, and reflect only actual transactions. (c) Except as and to the extent reflected reflected, disclosed or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or Valley Financial Statements (including the notes thereto prepared in accordance with GAAPthereto), and all assets reflected therein are properly reported and fairly present as of December 31, 2013, neither Valley nor any of its Significant Subsidiaries had any obligations or liabilities, whether absolute, accrued, contingent or otherwise material to the value of the assets of Purden Lakebusiness, in accordance with GAAP. The statements of operations, stockholders’ equity assets or financial condition of Valley or any of its Significant Subsidiaries and cash flows which are required by GAAP to be disclosed in the Purden Lake Valley Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment Statements. Since December 31, 2013, neither Valley nor any of its Significant Subsidiaries have incurred any federal, state, county, local or other taxes (including any deficiencies, interest or penalties)material liabilities, except for taxes accrued but not yet due in the ordinary course of business and payableconsistent with past banking practice, except as specifically contemplated by or incurred in connection with this Agreement. (d) Purden Lake has timely filed all stateThe Valley Disclosure Schedule includes a copy of Valley’s Consolidated Financial Statements for Bank Holding Companies (on Form FRY 9C) as of December 31, federal or local income and/or franchise tax returns required to be filed 2013, which includes information regarding “off-balance sheet arrangements” effected by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterialValley. (e) All KPMG LLP, which has expressed its opinion with respect to the financial statements of Purden Lake’s assets are reflected on Valley and its subsidiaries (including the Purden Lake Financial Statementsrelated notes), and, except as set forth in is and has been throughout the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. periods covered by such financial statements (fx) Purden Lake shall have no liabilities on the Closing Date a registered public accounting firm (as defined in Section 4.2)2(a)(12) of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, and (y) “independent” with respect to Valley within the meaning of the rules of applicable bank regulatory authorities and the Public Company Accounting Oversight Board.

Financial Statements. 5.6.1 CUB has previously made available to PC Bancorp and PCB the CUB Regulatory Reports. The CUB Regulatory Reports have been prepared in all material respects in accordance with applicable regulatory accounting principles and practices throughout the periods covered by such statements. 5.6.2 CUB has previously made available to PC Bancorp and PCB the Financial Statements of CUB. The Financial Statements of CUB have been prepared in accordance with GAAP (a) Copies including the related notes where applicable), and fairly present in each case in all material respects (subject in the case of (a) the audited unaudited interim statements to normal year-end adjustments), the financial position, results of operations and cash flows of CUB as of and for the respective periods ending on the dates thereof, except as indicated in the notes thereto. The balance sheet of Purden Lake CUB as of December 31, 2008 2010, and the related audited statements of operations, stockholderscash flow and changes in shareholders’ equity and cash flows of CUB for the fiscal year ended December 31three (3) years then ended, 2008audited by McGladrey & ▇▇▇▇▇▇, together with the notes to such statements LLP, and the opinion unaudited balance sheet of CUB as of September 30, 2011, and the related unaudited statement of income, and changes in shareholders’ equity of CUB for the period then ended, did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 5.6.3 At the date of each balance sheet included in the Financial Statements of CUB or the CUB Regulatory Reports, CUB has no liabilities, obligations or loss contingencies of any nature (whether absolute, accrued, contingent or otherwise) of a type required to be reflected in such Financial Statements of CUB or CUB Regulatory Reports or in the footnotes thereto which are not fully reflected or reserved against therein or fully disclosed in a footnote thereto, except for liabilities, obligations and loss contingencies which are not material individually or in the aggregate or which are incurred in the ordinary course of business, consistent with past practice, and except for liabilities, obligations and loss contingencies which are within the subject matter of a specific representation and warranty herein and subject, in the case of any unaudited statements, to normal, recurring audit adjustments and the absence of footnotes. 5.6.4 Except as listed on CUB Disclosure Schedule 5.6.4, the records, systems, controls, data and information of CU Bancorp and CUB are recorded, stored, maintained and operated under means (including any electronic, mechanical or photographic process, whether computerized or not) that are under the exclusive ownership and direct control of CU Bancorp or CUB or accountants (including all means of access thereto and therefrom), except for any non-exclusive ownership and non-direct control that would not reasonably be expected to have a Material Adverse Effect on the system of internal accounting controls described below in this Section 5.6.4. CUB: (x) has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) of the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its financial statements for external purposes in accordance with GAAP, (y) has implemented and maintains disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) to ensure that material information relating to CUB, is made known to the chief executive officer and the chief financial officer of CUB by others within those entities, and (z) has disclosed, based on its most recent evaluation prior to the date hereof, to CUB’s outside auditors and the audit committee of CUB’s Board of Directors (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) which are reasonably likely to materially adversely affect CUB’s ability to record, process, summarize and report financial information and (ii) any fraud of which CUB has Knowledge of, whether or not material, that involves management or other employees who have a significant role in CUB’s internal control over financial reporting. These disclosures (if any) were made in writing by management to CUB’s auditors and audit committee and a copy has previously been made available to PC Bancorp and PCB. As of the date hereof, to the Knowledge of CUB, its chief executive officer and chief financial officer would be able to give the certifications required pursuant to the rules and regulations adopted pursuant to Section 302 of the ▇▇▇▇▇▇▇▇▇ & ▇▇-▇▇▇▇▇ LLPAct, independent certified public accountantswithout qualification. 5.6.5 Since January 1, 2009: (i) to the Knowledge of CUB, no director, officer, employee, auditor, accountant or representative of CUB had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of CUB or its internal accounting controls, including any material complaint, allegation, assertion or claim that CUB has engaged in questionable accounting or auditing practices; and (bii) the unaudited balance sheet no attorney representing CUB, whether or not employed by CUB, has reported evidence of Purden Lake as a material violation of September 30securities laws, 2009 (together with the balance sheets breach of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as fiduciary duty or similar violation by CUB or any of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheetsofficers, except as and directors, employees or agents to the extent reflected Board of Directors CUB or reserved against therein, Purden Lake had no liabilities any committee thereof or obligations (absolute to any director or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value officer of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPCUB. (c) Purden Lake has no liabilities with respect to the payment of any federal5.6.6 Since January 1, state2009, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake CUB has timely filed all stateRegulatory Filings and all other material reports and statements required to be filed, federal including, without limitation, any report or local income and/or franchise tax returns statement required to be filed by it from inception pursuant to the date hereoflaws of the United States and the rules and regulations of the FDIC, the DFI, the SEC and any other Governmental Entity, and has paid all fees and assessments due and payable in connection therewith. Each As of their respective dates, such income tax return reflects reports, registrations and statements complied in all material respects with all the taxes due for laws, rules and regulations of the period covered therebyapplicable Governmental Entity with which they were filed. 5.6.7 Since January 1, except for amounts which2009, CUB has not incurred any liability other than in the aggregate, are immaterialordinary course of business consistent with past practice or as otherwise contemplated by this Agreement that has had or is reasonably likely to have a Material Adverse Effect on CUB. (e) All 5.6.8 CU Bancorp was only recently organized on November 16, 2011 under the laws of Purden Lake’s the State of California to serve, upon consummation of the several transactions herein contemplated and subject to all necessary Regulatory Approvals and Shareholder Approvals, as the bank holding company for CUB, PCB and the Surviving Bank under the Bank Holding Company Act, and as of the date of this Agreement, has only minimal assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has and no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The (a) Copies consolidated balance sheets of (a) Borrower and its Subsidiaries for the audited balance sheet of Purden Lake as of December Fiscal Year ended August 31, 2008 2022 and (b) consolidated balance sheets of Borrower and its Subsidiaries for the Fiscal Quarter ended February 28, 2023, and in each case, and the related audited consolidated statements of operations, stockholders’ equity and cash flows and consolidated statements of capital shares and equities for the fiscal year ended December 31Fiscal Year then ended, 2008and with respect to clause (a) above, the accompanying footnotes, together with the notes to such statements and the unqualified opinion thereon, dated August 31, 2022 of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ PricewaterhouseCoopers LLP, independent certified public accountants, and (b) copies of which have been furnished to the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) Administrative Agent and the related unaudited statements Lenders, fairly present in all material respects the consolidated financial condition of operations, stockholders’ equity Borrower and cash flows its Subsidiaries as at such dates and the results of the consolidated operations of Borrower and its Subsidiaries for the nine-month period ended September 30periods covered by such statements, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared all in accordance with GAAP consistently applied throughout the periods involvedapplied. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates Since August 31, 2022, there has been no material adverse change in the financial condition condition, results of Purden Lakeoperations, business or prospects of Borrower or any of its Subsidiaries. As of the respective dates of the Purden Lake Balance SheetsClosing Date, except as and to the extent reflected or reserved against therein, Purden Lake had there are no liabilities of Borrower or obligations (absolute any of its Subsidiaries, fixed or contingent) , which should be are material but are not reflected in the Purden Lake Balance Sheets financial statements of Borrower and its Subsidiaries referred to above or referred to in the notes thereto, other than liabilities arising in the ordinary course of business since August 31, 2022. No information, exhibit, or report furnished by Borrower or any of its Subsidiaries to the Administrative Agent or the notes thereto prepared Lenders in accordance connection with GAAP, and all assets reflected the negotiation of this Credit Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein are properly reported and fairly present the value not materially misleading in light of the assets of Purden Lakecircumstances in which they were made and taken together with the other information, in accordance with GAAP. The statements of operations, stockholders’ equity exhibits and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect reports furnished to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableAdministrative Agent and/or the Lenders. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) Prior to the audited date hereof, Heinz Corporation II has filed with the SEC the consolidated balance sheet of Purden Lake Heinz Corporation II and its Subsidiaries as of December 3129, 2008 2013, and December 28, 2014, and the related audited consolidated statements of operations, stockholderscash flows and shareholders’ equity and cash flows for each of the three years in the period ended December 28, 2014, as reported in Heinz Corporation II’s Annual Report on Form 10-K for the fiscal year ended December 3128, 20082014, together including any amendments thereto filed with the notes SEC prior to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPMeasurement Date, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together filed with the SEC under the Exchange Act, accompanied by the audit report of PricewaterhouseCoopers LLP (“PwC”), the independent registered public accounting firm with respect to Heinz Corporation II for such periods (such balance sheets and statements, the “Heinz Financial Statements”). The consolidated balance sheets of Purden Lake Heinz Corporation II (including the related notes, where applicable) included in the Heinz Financial Statements fairly present, and the consolidated balance sheets of Heinz Corporation II (including the related notes, where applicable) included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the consolidated financial position of Heinz Corporation II and its Subsidiaries as of December 31the dates thereof, 2008, the “Purden Lake Balance Sheets”) and the related unaudited consolidated statements of operations, stockholderscash flows and shareholders’ equity included in the Heinz Financial Statements (including the related notes, where applicable) fairly present, and the consolidated statements of operations, cash flows and shareholders’ equity of Heinz Corporation II included in the Heinz SEC Reports filed after the date of this Agreement will fairly present, in all material respects the results of the consolidated operations and changes in shareholders’ equity and cash flows of Heinz Corporation II and its Subsidiaries for the ninerespective fiscal periods therein set forth (subject, in the case of unaudited statements, to notes and normal year-month period ended September 30end audit adjustments that will not be material in amount or effect); each of such statements (including the related notes, 2009 where applicable) complies in all material respects with the published rules and regulations of the SEC with respect thereto; and each of such statements (including the financial statements referred to related notes, where applicable) has been prepared, or will be prepared, as applicable, in all material respects in accordance with generally accepted accounting principles in the United States (a) and (b) collectively, the “Purden Lake Financial StatementsGAAP”) have been filed with consistently applied during the SECperiods involved, except, in each case, as indicated in such statements or in the notes thereto. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets Except (i) for those liabilities that are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in on the Purden Lake Balance Sheets most recent audited consolidated balance sheet of Heinz Corporation II or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows included in the Purden Lake Financial Statements reflect fairly Heinz SEC Reports filed prior to the information required date of this Agreement, (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of such balance sheet and (iii) for liabilities and obligations incurred in connection with this Agreement, Heinz Corporation II and its Subsidiaries do not have any liabilities of any nature that would, individually or in the aggregate, reasonably be expected to be set forth therein by GAAPhave a Material Adverse Effect on Heinz. (c) Purden Lake has no Neither Heinz nor Heinz Intermediate I engage in any operating or business activities or have any liabilities of any nature, except for (i) the ownership of Heinz Intermediate I Common Stock, in the case of Heinz, and Heinz Corporation II Common Stock, in the case of Heinz Intermediate I, and, in each case, activities and liabilities incidental thereto, (ii) the maintenance of its legal existence and liabilities incidental thereto, (iii) the performance of its obligations with respect to the payment of any federal, state, county, local or other taxes its Equity Interests (including any deficiencies, interest or penaltiespursuant to the Heinz Stock Plan), except for taxes accrued but not yet due (iv) providing indemnification to officers, managers and payable. directors and (dv) Purden Lake has timely filed all stateactivities and liabilities contemplated by this Agreement undertaken or incurred, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts whichas applicable, in connection with the aggregateMerger and the other Transactions. Heinz Company is a direct wholly owned Subsidiary of Heinz Corporation II, are immaterialwhich is a direct wholly owned Subsidiary of Heinz Intermediate I, which is a direct wholly owned Subsidiary of Heinz. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The Seller Financial Statements included or incorporated by reference in the Seller SEC Reports (ai) Copies are true, accurate and complete in all material respects, and have been prepared from, and are in accordance with, the Books and Records of the Seller Entities, (aii) have been prepared in accordance with GAAP, regulatory accounting principles and the audited balance sheet applicable accounting requirements and with the published rules and regulations of Purden Lake the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to the interim financial statements for the omission of footnotes, and (iii) fairly present in all material respects the consolidated financial condition of the Seller Entities as of December 31, 2008 the respective dates set forth therein and the related audited consolidated statements of operationsincome, comprehensive income, changes in stockholders’ equity, and cash flows of the Seller Entities for the respective periods set forth therein, subject in the case of the interim Financial Statements to year-end adjustments. The Seller Financial Statements to be prepared after the date of this Agreement and prior to the Closing (A) will be true, accurate and complete in all material respects, and will be prepared from, and will be in accordance with, the Books and Records of the Seller Entities, (B) will have been prepared in accordance with GAAP, regulatory accounting principles and the applicable accounting requirements and with the published rules and regulations of the SEC, in each case, consistently applied except as may be otherwise indicated in the notes thereto and except with respect to unaudited financial statements for the omission of footnotes, and (C) will fairly present in all material respects the consolidated financial condition of the Seller Entities as of the respective dates set forth therein and the consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows of the Seller Entities for the fiscal year ended December 31respective periods set forth therein, 2008, together with subject in the notes to such statements and the opinion case of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SECyear-end adjustments. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Set forth in the Company Disclosure Letter are correct and complete copies of (ai) the audited consolidated balance sheet sheets of Purden Lake Seller and its Subsidiaries as of December 31, 2008 2020 and December 31, 2019, and the related audited consolidated statements of operationsoperations and comprehensive loss, stockholdersconsolidated statements of members’ equity (deficit) and consolidated statements of cash flows for the fiscal year 12-month periods then ended December 31(collectively, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, “Seller Financial Statements”); and (bii) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake Seller as of December 31, 2008, the “Purden Lake Balance Sheets”) 2021 and the related unaudited statements of operationsoperations and comprehensive loss, stockholdersconsolidated statements of members’ equity (deficit) and consolidated statements of cash flows for the nine-month period ended September 30, 2009 flow (the financial statements collectively referred to in (a) and (b) collectively, as the “Purden Lake Seller Interim Financial Statements”) have been filed with the SEC). (b) The Purden Lake Seller Financial Statements have been prepared and Seller Interim Financial Statements (including the related notes and schedules thereto) fairly present the consolidated financial position of Seller and its consolidated Subsidiaries as of the date or period set forth therein and the consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statements of members’ equity (deficit) and consolidated statements of cash flows included in accordance with GAAP consistently applied throughout the Seller Financial Statements and Seller Interim Financial Statements (including any related notes and schedules thereto) fairly present the financial condition, results of operations, changes in members’ equity and cash flows of Seller and its consolidated Subsidiaries for the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against set forth therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared each case in accordance with GAAP, consistently applied during the periods involved, except as may be noted therein, and all assets reflected therein are properly reported and fairly present subject, in the value case of the assets of Purden LakeSeller Interim Financial Statements, in accordance with GAAP. The statements of operationsto normal and recurring year-end adjustments that will not, stockholders’ equity and cash flows individually or in the Purden Lake aggregate, be material and the absence of disclosures normally made in notes to the Seller Financial Statements reflect fairly the information required to be set forth therein by GAAPStatements. (c) Purden Lake has no liabilities Seller maintains a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payableGAAP. (d) Purden Lake Seller has timely filed all statedisclosed, federal or local income and/or franchise tax returns required to be filed by it from inception based on its most recent evaluation of its internal accounting controls prior to the date hereof. Each such income tax return reflects the taxes due for the period covered therebyExecution Date, except for amounts which, to Seller’s auditors and audit committee (i) any significant deficiencies and material weaknesses in the aggregatedesign or operation of internal controls that would be reasonably expected to adversely affect Seller’s ability to record, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statementsprocess, and, except as set forth summarize and report financial information for inclusion in the Purden Lake Schedules applicable combined financial statements and (ii) any fraud, whether or not material, that involves any current or former employees who have (or had) a significant role in Seller’s internal controls over financial reporting. Since December 31, 2018, to the Purden Lake Financial StatementsKnowledge of Seller, Purden Lake has no material liabilitiescomplaints from any source regarding accounting, direct internal accounting controls or indirectauditing matters have been received by Seller. Seller has made available to Buyer a summary of all material complaints or concerns relating to other matters made since December 31, matured or unmatured, contingent or otherwise2018. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Prior to the execution of this Agreement, Stewardship has made available to Columbia complete and accurate copies of (ai) Stewardship’s Annual Reports on Form 10-K for the years ended December 31, 2018, 2017 and 2016 as amended, as filed under the Exchange Act with the SEC, (ii) all Stewardship proxy statements and annual reports to shareholders used in connection with meetings of Stewardship shareholders held since January 1, 2015, and (iii) Stewardship’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 (collectively, the “Stewardship Exchange Act Reports”), as filed under the Exchange Act with the SEC. As of their respective dates, the Stewardship Exchange Act Reports (x) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (y) complied as to form in all material respects with the applicable Laws of the SEC. Since January 1, 2015, Stewardship has filed all reports that it was required to file with the SEC pursuant to the Exchange Act. (b) Stewardship has made available to Columbia copies of its audited consolidated balance sheet of Purden Lake sheets as of December 31, 2008 2016, 2017, and 2018 and the related audited statements of operations, stockholderschanges in shareholders’ equity and cash flows for the fiscal year years then ended December 31, 2008(collectively, together with any notes thereto, the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited “Stewardship Financial Statements”). The consolidated balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake Stewardship as of December 31, 2008, 2018 is referred to as the “Purden Lake Latest Stewardship Balance Sheets”) Sheet,” and the related unaudited statements statement of operationsincome, stockholdersshareholders’ equity and cash flows for the nine-month period year ended September 30December 31, 2009 (the financial statements 2018 are herein referred to as the “Related Stewardship Statements.” Stewardship Financial Statements are based upon the books and records of the Stewardship Entities, and have been prepared in accordance with GAAP. The Stewardship Financial Statements fairly present the consolidated financial position of Stewardship as of the dates thereof and the consolidated results of operations, changes in shareholders’ equity and cash flows for the periods then ended. (ac) Stewardship has made available to Columbia copies of the balance sheets of Stewardship Bank as of December 31, 2016, 2017 and 2018 and the related statements of operations, changes in shareholders’ equity and cash flows for the years then ended (b) collectively, together with any notes thereto, the “Purden Lake Stewardship Bank Financial Statements”) have been filed with the SEC. (b) ). The Purden Lake Stewardship Bank Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involvedGAAP. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and Stewardship Bank Financial Statements fairly present the value financial position of Stewardship Bank as of the assets of Purden Lake, in accordance with GAAP. The statements dates thereof and the results of operations, stockholders’ changes in shareholder’s equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterialperiods then ended. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of Stone has delivered to the Lenders (ai) its audited financial statements and the audited balance sheet of Purden Lake as of December 31, 2008 and the related audited financial statements of operations, stockholders’ equity and cash flows Canco for the fiscal year ended December 31, 20081999, together with its annual report on Form 10-K and Canco's annual report on Form 20-F filed with the notes Securities and Exchange Commission with respect to such fiscal year, and (ii) its unaudited financial statements and the opinion unaudited financial statements of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPCanco for the fiscal quarter ended March 31, independent certified public accountants2000, together with its quarterly report on Form 10-Q filed with the Securities and Exchange Commission with respect to such fiscal quarter. All financial statements set forth or referred to in the materials specified in the preceding sentence were prepared in conformity with U.S. GAAP or Canadian GAAP, as applicable, except with respect to unaudited financial statements for the absence of footnote disclosure and for year-end audit adjustments. All such financial statements fairly present in all material respects the consolidated financial position of Stone and its subsidiaries or Canco and its subsidiaries, as the case may be, as at the date thereof and the consolidated results of operations and changes in financial position of Stone and its subsidiaries or Canco and its subsidiaries, as the case may be, for each of the periods covered thereby. Except as disclosed in such financial statements, neither Stone nor Canco nor any of their respective subsidiaries had, at the date of such financial statements or on the Closing Date, as the case may be, any material contingent obligation, material contingent liability or material liability for taxes, long-term lease or unusual forward or long-term commitment or obligations to retired employees for medical or other employee benefits that is not reflected in the foregoing financial statements or the notes thereto. (b) Stone has delivered to the Lenders its unaudited pro forma consolidated balance sheet and statements of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake income as of December 31, 20081999, prepared giving effect to the “Purden Lake Balance Sheets”) and Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the related unaudited statements first day of operations, stockholders’ equity and cash flows for the nine12-month period ended September 30, 2009 (the ending on such date. Such pro forma financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout good faith by Stone, based on the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates assumptions used to prepare the pro forma financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected information contained in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein Confidential Information Memorandum (which assumptions are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein believed by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities Stone on the Closing Date (to be reasonable), present fairly on a pro forma basis the estimated consolidated financial position of Stone and its consolidated Subsidiaries as defined in Section 4.2)of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be.

Financial Statements. (a) Copies True and complete copies of (athe Financial Statements are set forth in Schedule 4.8(a) the audited balance sheet of Purden Lake hereto. Except as of December 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (bset forth below in Schedule 4.8(c)(v) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008hereto, the “Purden Lake Balance Sheets”) Financial Statements have been prepared from, are in accordance with and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectivelyaccurately reflect, the “Purden Lake Financial Statements”) have been filed with Books and Records of the SEC. (b) The Purden Lake Financial Statements Acquired Companies, have been prepared in accordance with applicable law and GAAP consistently applied throughout on a consistent basis during the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, involved (except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should may be reflected stated in the Purden Lake Balance Sheets or the notes thereto prepared and except for adjustments of the type included in accordance with GAAP, and all assets reflected therein are properly reported the Measurement Date Mexican GAAP Adjustments) and fairly present the value of the assets of Purden Lake, changes in accordance with GAAP. The statements of operationsincome, stockholders’ equity and cash flows financial position of the Acquired Companies, as of the times and for the periods referred to therein and properly reflect the financial position and results of operation of the Acquired Companies except as specified therein. Buyer further acknowledges that the Interim Financial Statements are unaudited statements subject to normal recurring year-end audit adjustments and do not have all of the applicable year-end footnotes thereto. The Financial Statements do not contain any extraordinary items or items of special or nonrecurring income or any other income not earned in the Purden Lake Financial Statements reflect fairly ordinary course of business, except as expressly specified therein. (b) Schedule 4.8(b) sets forth for each Acquired Company, all of its Measurement Date Indebtedness, including for each such item of financial Measurement Date Indebtedness, the information required to be set forth therein by GAAPpayor, the payee, the principal amount, the term, the interest rate, the currency and any guarantors. (c) Purden Lake has no liabilities with respect to the payment (i) The amount of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, Indebtedness included in the aggregate, are immaterialMeasurement Date Indebtedness represents all Indebtedness of the Acquired Companies as of the Measurement Date. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) The Administrative Agent has been provided the audited consolidated balance sheet of Purden Lake Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries, as of at December 31, 2008 1996, and the related audited statements consolidated statement of operations, stockholders’ equity income and cash flows flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the fiscal year ended December 31then ended, 2008, together with the notes to and such statements balance sheet and statement of income and cash flow have been certified by Grand Parent's and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Borrower's respective independent certified public accountants and accompanied by an unqualified opinion of such accountants, and (b) the unaudited . Such balance sheet and statement of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity income and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements flow have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden LakeGrand Parent and its Subsidiaries and the Borrower and its Subsidiaries, respectively, as at the close of business as of such date and the results of operations for the fiscal year then ended. As There are no Contingent Obligations of Grand Parent or its Subsidiaries or the respective dates Borrower or its Subsidiaries as of the Purden Lake Balance Sheetssuch date involving material amounts, except as and known to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets officers of Grand Parent or the Borrower, respectively, that were not disclosed in such balance sheet and the notes thereto related thereto. (b) The Administrative Agent has been provided the unaudited consolidated balance sheet of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries as of September 30, 1997, and the unaudited consolidated statement of income and cash flow statement of Grand Parent and its Subsidiaries and the Borrower and its Subsidiaries for the nine months then ended. Such balance sheet and statement of income and cash flow have been prepared in accordance with GAAP, and all assets reflected therein are properly reported GAAP and fairly present the value financial condition of Grand Parent and its Subsidiaries and the assets Borrower and its Subsidiaries, respectively, as at the close of Purden Lakebusiness on the date thereof and the results of operations for the nine months then ended, in accordance with GAAPsubject to normal year-end adjustments. The statements There are no Contingent Obligations of operations, stockholders’ equity and cash flows in Grand Parent or its Subsidiaries or the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect Borrower or its Subsidiaries as of such date involving material amounts known to the payment officers of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules Grand Parent or the Purden Lake Financial StatementsBorrower, Purden Lake has no material liabilitiesrespectively, direct or indirect, matured or unmatured, contingent or otherwisethat were not disclosed in such balance sheet and the notes related thereto. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (ai) the Company has delivered to the Buyer copies of the audited consolidated balance sheet sheets of Purden Lake the Company and the Company Subsidiaries as of December 31, 2010, December 31, 2009 and December 31, 2008 and the related audited consolidated statements of operations, stockholders’ equity income and cash flows of the Company and the Company Subsidiaries for the fiscal year years then ended (the “Prior Year Audited Financial Statements”), (ii) the Company will deliver to the Buyer prior to the Closing a copy of the audited consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 20082011 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 notes to such statements and Prior Year Audited Financial Statements, the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, “Audited Financial Statements”) and (biii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of Purden Lake the Company and the Company Subsidiaries as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) 2011 and the related unaudited consolidated statements of operations, stockholders’ equity income and cash flows of the Company and the Company Subsidiaries for the nine-month period ended September 30then ended, 2009 (the financial statements referred to in “Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). Except (a) and as disclosed in Schedule 5.7(a), (b) collectivelywith respect to the Audited Financial Statements, as set forth in the footnotes thereto, and (c) with respect to the Unaudited Financial Statements, as to year-end adjustments and the absence of footnotes, the “Purden Lake Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements”) have been filed with and the SEC. (b) The Purden Lake Unaudited Financial Statements Statements, have been prepared in accordance with GAAP consistently the books and records of the Company and the Company Subsidiaries and with the Accounting Principles applied on a consistent basis throughout the periods involved. The Purden Lake Balance Sheets are true indicated and accurate present fairly in all material respects the Company’s and fairly present the Company Subsidiaries’ financial position as of their respective the specified dates and the financial condition Company’s and the Company Subsidiaries’ results of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity operations and cash flows in for the Purden Lake specified periods. The Company has provided the Buyer with a true and correct copy of the independent auditors’ report relating to the Prior Year Audited Financial Statements reflect fairly and will provide the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities Buyer with respect a true and correct copy of the independent auditors’ report relating to the payment 2011 Audited Financial Statements concurrent with the delivery of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payablesuch 2011 Audited Financial Statements as contemplated above. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (ai) Copies The Borrower has delivered to the Administrative Agent copies of (a) the audited balance sheet of Purden Lake its Annual Statement for and as of December 31, 2008 and the related audited statements end of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 20082010 (including, together with without limitation, the notes to such statements provisions made therein for Investments and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPvaluation thereof, independent certified public accountantsreserves, policy and (bcontract claims and statutory liabilities) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. Applicable Insurance Regulatory Authority. In addition, the Borrower has delivered to the Administrative Agent copies of its Interim Statements for the fiscal year to date and as of the end of the fiscal quarter ended June 30, 2011 as filed with the Applicable Insurance Regulatory Authority (b) all such Annual Statements and Interim Statements being collectively referred to as the “Statements”). The Purden Lake Financial Statements were compiled from the books and records maintained by the Borrower’s management, are correct and complete as required by SAP and fairly represent the consolidated financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and the results of operations for the fiscal periods then ended and have been prepared in accordance with GAAP SAP, consistently applied throughout applied, subject (in the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As case of the respective dates of the Purden Lake Balance Sheets, except as and Interim Statements) to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPnormal year-end audit adjustments. (cii) Purden Lake Neither the Borrower nor any Subsidiary of the Borrower has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any Subsidiary of the Borrower which could reasonably be expected to cause a Material Adverse Change. Since December 31, 2010, no Material Adverse Change has occurred. (fiii) Purden Lake shall The Investments of the Borrower reflected in the Statements comply in all material respects with all applicable requirements of the Pennsylvania Department of Insurance as well as those of any other Applicable Insurance Regulatory Authority relating to Investments in respect of which the Borrower may invest its funds. (iv) The provisions made by the Borrower in the Statements for reserves, policy and contract claims and statutory liabilities are in compliance in all material respects with the requirements of the Applicable Insurance Regulatory Authority, and have no liabilities on been computed in accordance with SAP. (v) The marketable securities and short term Investments reflected in the Closing Date (Statements are valued at cost, amortized cost or market value, as defined in Section 4.2)required by applicable Law.

Financial Statements. (a) Copies of (a) the audited The unaudited consolidated balance sheet of Purden Lake Parent and the Parent Subsidiaries as of September 30, 2010, and the related consolidated statements of income and cash flows of the three-month periods then ended, as reported in Parent’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Parent Financial Statements”) fairly present in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the respective fiscal periods or as of the date therein set forth, subject to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Parent Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of Parent included in the Parent Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2010 that are immaterial in nature or amount, neither Parent nor any of the Parent Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of Parent, except for liabilities and obligations that would not, individually or in the aggregate, have a Material Adverse Effect on Parent and would not prevent or materially delay Closing. (c) The consolidated balance sheet of Parent and the Parent Subsidiaries as of December 31, 2008 2010, and the related audited consolidated statements of operationsincome, changes in stockholders’ equity and cash flows for the year ended December 31, 2010 as will be reported in Parent’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, together with the notes to 2010 (such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008financial statements, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Parent 2010 Financial Statements”) have been to be filed with the SEC. (b) SEC under the Exchange Act, accompanied by the audit report of the independent public accountants of Parent, will fairly present in all material respects the consolidated financial position of Parent and the Parent Subsidiaries as of the date thereof, and will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of Parent and the Parent Subsidiaries for the fiscal year ended December 31, 2010. The Purden Lake Parent 2010 Financial Statements have been (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) will be prepared in all material respect in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheetsapplied, except as and to the extent reflected indicated in such statements or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPthereto. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies All Purchaser Financial Statements included in Purchaser’s SEC Documents have been made available to Target, and Purchaser will deliver to Target copies of all financial statements, audited and unaudited, of Purchaser prepared subsequent to the date hereof. The Purchaser Financial Statements (as of the dates thereof and for the periods covered thereby) (a) are or, if dated after the audited balance sheet date of Purden Lake as of December 31this Agreement, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together will be in accordance with the notes to such statements books and records of the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPPurchaser Companies, independent certified public accountantswhich are or will be, as the case may be, complete and correct and which have been or will have been, as the case may be, maintained in accordance with good business practices, and (b) present or will present, as the unaudited balance sheet case may be, fairly the consolidated financial position of Purden Lake the Purchaser Companies as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) dates indicated and the related unaudited statements consolidated results of operations, stockholderschanges in shareholders’ equity equity, and cash flows of the Purchaser Companies for the nineperiods indicated, in accordance with GAAP (subject to exceptions as to consistency specified therein or as may be indicated in the notes thereto or, in the case of interim financial statements, to normal recurring year-month period ended September 30end adjustments that are not Material). To the Knowledge of Purchaser, 2009 (i) the Purchaser Financial Statements do not contain any untrue statement of a Material fact or omit to state a Material fact necessary to make the Purchaser Financial Statements not misleading with respect to the periods covered by them; and (ii) the Purchaser Financial Statements fairly present, in all Material respects, the financial statements referred to in (a) condition, results of operations and (b) collectively, cash flows of Purchaser as of and for the “Purden Lake Financial Statements”) have been filed with the SECperiods covered by them. (b) The Purden Lake Financial Statements have Purchaser’s external auditor is and has been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates covered by the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Purchaser Financial Statements reflect fairly the information required to be set forth therein by GAAP. (ci) Purden Lake has no liabilities “independent” with respect to Purchaser within the payment meaning of Regulation S-X under the 1933 Act and (ii) in compliance with subsections (g) through (l) of Section 10A of the 1934 Act and the related rules of the SEC and the Public Company Accounting Oversight Board. Except as Previously Disclosed, Purchaser’s auditors have not performed any federalnon-audit services for Purchaser since January 1, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable2003. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. The Company has furnished each Purchaser of any Accepted Notes with the following financial statements, identified by a principal financial officer of the Company: (ai) Copies consolidated balance sheets of (a) the audited balance sheet of Purden Lake Company and its Subsidiaries as of December 31, 2008 the last day in each of the five fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 120 days prior to such date for which audited financial statements have not been released) and the related audited consolidated statements of operationsincome, stockholders’ shareholders' equity and cash flows of the Company and its Subsidiaries for the fiscal year ended December 31each such year, 2008, together with the notes certified by Deloitte & Touche (or such other accounting firm as may be reasonably acceptable to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, Prudential); and (bii) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the consolidated balance sheets of Purden Lake the Company and its Subsidiaries as at the end of December 31, 2008, the “Purden Lake Balance Sheets”quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the related unaudited comparable quarterly period in the preceding fiscal year and consolidated statements of operationsincome, stockholders’ ' equity and cash flows of the Company and its Subsidiaries for the nine-month period ended September 30periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, 2009 (in each case prepared by the Company. Such financial statements referred (including any related schedules and/or notes) are true and correct in all material respects (subject, as to in (a) interim statements, to changes resulting from audits and (b) collectivelyyear-end adjustments), the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied followed throughout the periods involved. The Purden Lake Balance Sheets are true involved and accurate show all liabilities, direct and fairly present as of their respective dates the financial condition of Purden Lake. As contingent, of the respective dates of the Purden Lake Balance Sheets, except as Company and its Subsidiaries required to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared shown in accordance with GAAP, and all assets reflected therein are properly reported and such principles. The balance sheets fairly present the value condition of the assets of Purden LakeCompany and its Subsidiaries as at the dates thereof, in accordance with GAAP. The and the statements of operationsincome, stockholders’ shareholders' equity and cash flows fairly present the results of the operations and cash flows of the Company and its Subsidiaries for the periods indicated. There has been no material adverse change in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. business, condition (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole since the end of the most recent fiscal year for which such audited financial statements have been furnished. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. Attached hereto as Exhibit D are true and complete copies of: (a) Copies of (ai) the consolidated audited balance sheet of Purden Lake Parmalat USA Corporation and subsidiaries as of December 3128, 2008 2002 and 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, stockholders’ equity 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 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 Company (the "2003 Management Financial Statements"); and (iii) the (A) unaudited consolidating balance sheet of Parmalat USA Corporation and subsidiaries as of May 22, 2004, (B) the unaudited consolidated statement of earnings of Parmalat USA Corporation and subsidiaries for the month then ended and (C) the unaudited consolidated statement of cash flows of Parmalat USA Corporation and subsidiaries for the month then ended, in each case as regularly prepared in the ordinary course of business by the management of the Company (the "2004 Period Financial Statements"). Subject to the matters discussed in Section 3.12 of the Disclosure Letter, the 2003 Management Financial Statements and the 2004 Period Financial Statements present fairly in all material respects the financial condition of the Seller at the date specified and the results of its operations and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements period specified and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP U.S. generally accepted accounting principles, consistently applied throughout ("GAAP"), from the periods involved. The Purden Lake Balance Sheets are true books and accurate records of the Seller, which accurately and fairly present as reflect in all material respects the transactions of, acquisition and dispositions of their respective dates assets by, and incurrence of Liabilities by the Seller, except that the 2003 Management Financial Statements and 2004 Period Financial Statements are in the form regularly used by management for internal financial condition of Purden Lake. As reporting purposes, do not contain the footnote and other supplemental disclosures required for financial statements by GAAP, do not reflect any normal year-end adjustments that may be made in respect of the respective dates subsequent commencement by the Seller of the Purden Lake Balance Sheets, except as Bankruptcy Cases and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected are not in the Purden Lake Balance Sheets or the notes thereto prepared form in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value which audited financial statements of the assets of Purden Lake, in accordance with GAAP. The Seller would appear if such financial statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPwere prepared. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies DPW has delivered or made available (for purposes of (athis section, filings that are publicly available prior to the date hereof on the ▇▇▇▇▇ system of the Commission under the name of DPW are deemed to have been made available) to the Stockholders: a true and complete copy of DPW’s audited balance sheet of Purden Lake as of December 31, 2008 2016 and December 31, 2015 and the related audited statements of operations, stockholders’ equity changes in DPW stockholder’s deficit and cash flows for each of the fiscal year years ended December 31, 20082016, and December 31, 2015 prepared in accordance with GAAP, together with the notes to such statements and the opinion reports of ▇▇▇▇▇▇, LLP and ▇▇▇▇ & ▇▇▇▇▇ ▇▇▇▇▇▇ LLP& Kasierer, DPW’s independent certified registered public accountantsaccounting firms (collectively the “Firm”), which have served as DPW’s auditors of DPW’s financial statements (such statements, including the related notes and schedules thereto, are referred to herein as the “DPW Financial Statements”). The DPW Financial Statements have been prepared from, are in accordance with, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008accurately reflect, the “Purden Lake Balance Sheets”) books and records of DPW, comply in all material respects with applicable accounting requirements in the case of the DPW Financial Statements; fairly present in all material respects the financial position and the related unaudited statements results of operations, stockholders’ equity operations and cash flows (and changes in financial position, if any) of DPW as of the times and for the nine-month period ended September 30, 2009 (the financial statements periods referred to therein (subject, in (a) the case of unaudited statements, to normally recurring year-end adjustments that are not material either individually or in the aggregate and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) absence of footnotes). The Purden Lake DPW Financial Statements have been prepared in accordance with GAAP consistently applied throughout on a consistent basis during the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations involved (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or notes thereto). The DPW Financial Statements are in a form appropriate for filing with the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseCommission. (fb) Purden Lake shall have no liabilities on The Firm, which has certified the Closing Date DPW Financial Statements and related schedules, is an independent registered public accounting firm with respect to DPW as required by the Securities Act and the rules and regulations promulgated thereunder and the Public Company Accounting Oversight Board (as defined in Section 4.2United States).

Financial Statements. (a) Copies of Seller has delivered to Buyer (a) the audited an unaudited balance sheet of Purden Lake Seller as of December 31September 30, 2008 2015 (the “Seller Interim Balance Sheet,” and, such date, the “Seller Interim Balance Sheet Date”), (b) unaudited balance sheets of Seller for the two most recent fiscal years (or since inception if less than two years) and the related audited statements of operations, stockholders’ changes in stockholder’s equity and cash flows for the fiscal year ended December 31, 2008flow of Seller, together with the notes to such statements and the opinion audit report thereon of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Seller’s independent certified public accountants, accountants (the “Seller Financial Statements”) and Seller will deliver to Buyer (bc) the an unaudited balance sheet of Purden Lake as of September 30, 2009 the Closing Date (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Seller Closing Date Balance SheetsSheet”) and the related unaudited statement of operations for the period from June 30, 2015 through the Closing Date. Such financial statements and notes thereto fairly present the financial condition and the results of operations, stockholders’ changes in stockholder’s equity and cash flows flow of Seller as at the respective dates of and for the nine-month period ended September 30, 2009 (the financial statements periods referred to in such financial statements, subject in the case of interim financial statements to normal recurring year-end adjustments (athe effect of which will not, individually or in the aggregate, be materially adverse) and the absence of notes (b) collectivelythat, if presented, would not differ materially from those included in the “Purden Lake Financial Statements”) have been filed with the SECSeller Interim Balance Sheet). (b) The Purden Lake Financial Statements have been prepared Except as set forth in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As Section 2.3 of the respective dates of Seller Disclosure Schedule, since the Purden Lake Seller Interim Balance SheetsSheet Date, except as and to the extent reflected whether or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected not in the Purden Lake Balance Sheets Ordinary Course of Business, there has not been, occurred or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP.arisen: (ci) Purden Lake has no liabilities with respect to the payment any event, occurrence, development or state of any federalcircumstances or facts that would, state, county, local individually or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.have a material adverse effect on the Business; (eii) All any declaration, setting aside or payment of Purden Lake’s assets are reflected any dividend or other distribution with respect to any shares of Seller Capital Stock, or any repurchase, redemption or other acquisition by Seller of any outstanding shares of capital stock or other securities of, or other ownership interests in, Seller; (iii) any incurrence, assumption or guarantee by Seller of any indebtedness for borrowed money; (iv) any creation or other incurrence by Seller of any Encumbrance on any material asset; (v) any making of any material loan, advance or capital contribution to or investment in any Person; (vi) any damage, destruction or other casualty loss (whether or not covered by insurance) affecting the Purden Lake Financial StatementsBusiness; (vii) any transaction or commitment made, andor any Contract entered into by Seller, involving the acquisition or disposition of any material asset of Seller; (viii) (i) any grant of any severance or termination pay to any current or former independent contractor, employee, officer or director of Seller, (ii) any increase in benefits payable under any existing severance or termination pay policies or employment Contract to which Seller is party, (iii) the entering into of any employment, deferred compensation or other similar Contract (or any amendment to any such existing Contract) by Seller with any current or former independent contractor, director, officer or employee of Seller, (iv) the establishment, adoption or material amendment (except as set forth required by applicable Law or Legal Requirement) by Seller of any collective bargaining, bonus, profit-sharing, thrift, pension, retirement, deferred compensation, compensation, stock option, restricted stock or other benefit plan or arrangement covering any current or former director, officer or employee of Seller or (v) any increase in compensation, bonus or other benefits payable to any current or former director, officer or employee of Seller; (ix) amendment to the Organizational Documents of Seller; (x) payment or increase by Seller of any bonus, salary or other compensation to any independent contractor, stockholder, director, officer or (except in the Purden Lake Schedules Ordinary Course of Business) employee or the Purden Lake Financial Statementsentry into any employment, Purden Lake has no material liabilitiesseverance or similar Contract with any director, direct officer or indirect, matured or unmatured, contingent or otherwise.employee; or (fxi) Purden Lake shall have no liabilities sale (other than sales of inventory in the Ordinary Course of Business), lease or other disposition of any asset or property of Seller or mortgage, pledge or imposition of any lien or other encumbrance on any material asset or property of Seller, including the Closing Date (as defined in Section 4.2)sale, lease or other disposition of any Intellectual Property.

Financial Statements. (a) Copies of (a) the audited The pro forma consolidated balance sheet of Purden Lake Richton and its Subsidiaries as of December March 31, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and 1999 (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake "Pro Forma Balance Sheets") furnished to Agent on or prior to the Closing Date reflects the consummation of the Transactions and, assuming that the Transactions had closed on or prior to such date, fairly presents the financial condition of Richton and its Subsidiaries as of such date after giving effect to the Transactions. The Pro Forma Balance Sheet has been certified as fairly presenting the financial condition of Richton and its Subsidiaries by the Chief Financial Statements”) Officer of Richton, on behalf of Borrowers. The Pro Forma Balance Sheets, including the related schedules and notes thereto, if any, have been filed prepared, in accordance with the SECGAAP, consistently applied, except as may be disclosed therein. (b) The Purden Lake forty-eight (48) month cash flow projections of Richton and its Subsidiaries, a copy of which are attached hereto as Exhibit 5.5(b) (the "Projections"), were prepared by the Chief Financial Statements Officer of Richton, are based on underlying assumptions which provide a reasonable basis for the projections contained therein and reflect Richton's judgment based on present circumstances of the most likely set of conditions and course of action for the projected period. The cash flow Projections together with the Pro Forma Balance Sheets, are referred to as the "Pro Forma Financial Statements". Notwithstanding the foregoing, actual results may vary and the Projections are subject to numerous uncertainties and risks, including, without limitation, general economic and climatic conditions in the markets in which Richton and its Subsidiaries operate and fluctuation in the demand for their products and services. (c) The consolidated balance sheet of Richton and its Subsidiaries as of December 31, 1998, and the related consolidated statements of income, changes in stockholder's equity, and changes in cash flow for the period ended on such date, all accompanied by reports thereon containing opinions without qualification by independent certified public accountants, copies of which have been delivered to Agent, have been prepared in accordance with GAAP GAAP, consistently applied throughout and present fairly the periods involvedfinancial position of Borrowers at such date and the results of their operations for such period. The Purden Lake Balance Sheets are true (i) unaudited consolidating balance sheets of Richton and accurate and fairly present its Subsidiaries as of their respective dates December 31, 1998 and the financial condition related consolidating statements of Purden Lake. As income for the period ended on such date and (ii) unaudited consolidated and consolidating balance sheets of Richton and its Subsidiaries as of March 31, 1999 and the respective dates related consolidated and consolidating statements of income for the Purden Lake Balance Sheetsperiod ended on such date, except as and copies of which have been delivered to the extent reflected or reserved against thereinAgent, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto have been prepared in accordance with GAAP, consistently applied (subject to normal year end adjustments and all assets reflected therein are properly reported the absence of financial statement footnotes) and present fairly present the value financial position of Richton and its Subsidiaries at such date and the assets results of Purden Laketheir operations for such period. Since March 31, 1999, there has been no material adverse change in accordance with GAAP. The statements of the condition, operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPassets, business or prospects of Richton or any of its Subsidiaries. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the audited The unaudited consolidated balance sheet of Purden Lake Company and the Company Subsidiaries as of September 30, 2010, and the related consolidated statements of income and cash flows of the three-month periods then ended, as reported in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2010 (the “Company Financial Statements”) fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and fairly present in all material respects the results of the consolidated operations, changes in stockholders’ equity, cash flows and consolidated financial position of the Company and the Company Subsidiaries for the respective fiscal periods or as of the date therein set forth, except the Company Financial Statements do not contain footnotes and are subject to normal year-end audit adjustments in amounts that are immaterial in nature and amount and are consistent with past experience. Each of the Company Financial Statements (including the related notes, where applicable), as of their respective dates, complied in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) has been prepared, in all material respects, in accordance with GAAP consistently applied during the periods involved, except as indicated in such statements or in the notes thereto. (b) Except for those liabilities that are reflected or reserved against on the September 30, 2010 consolidated balance sheet of the Company and the Company Subsidiaries included in the Company Financial Statements and for liabilities incurred in the ordinary course of business consistent with past practice since September 30, 2010 that are immaterial in nature or amount, neither the Company nor any of the Company Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due and including any off-balance sheet financings, loans, indebtedness, make whole or similar liabilities or obligations) that would be required to be reflected in a consolidated balance sheet of the Company and the Company Subsidiaries, except for liabilities and obligations that would not, individually or in the aggregate, have a Material Adverse Effect on the Company and the Company Subsidiaries and would not prevent or materially delay Closing. (c) The consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2008 2010, and the related audited consolidated statements of operationsincome, changes in stockholders’ equity and cash flows for the year ended December 31, 2010 as will be reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, together with the notes to 2010 (such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008financial statements, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Company 2010 Financial Statements”) have been to be filed with the SEC. (b) SEC under the Exchange Act, accompanied by the audit report of the independent public accountants of the Company, will fairly present in all material respects the consolidated financial position of the Company and the Company Subsidiaries as of the date thereof, and will fairly present in all material respects the results of the consolidated operations, changes in stockholders equity, cash flows and consolidated financial position of the Company and the Company’s subsidiaries for the fiscal year ended December 31, 2010. The Purden Lake Company 2010 Financial Statements have been (including the related notes, where applicable) will comply in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and each of such statements (including the related notes, where applicable) will be prepared in all material respect in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheetsapplied, except as and to the extent reflected indicated in such statements or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPthereto. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies Section 4.5 of (a) the Company Disclosure Schedules sets forth the audited balance sheet consolidated financial statements of Purden Lake the Company and its Subsidiaries consisting of consolidated statements of financial position as of December 3131 in each of the years 2014, 2008 2015 and 2016 and the related audited consolidated statements of operationsoperations and comprehensive income, stockholderschanges in shareholders’ equity and cash flows for the fiscal year years then ended December 31, 2008, together with (the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants“Audited Financial Statements”), and (b) unaudited consolidated financial statements of the unaudited balance sheet Company and its Subsidiaries consisting of Purden Lake a consolidated statement of financial position as of September June 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) 2017 and the related unaudited consolidated statements of operationsoperations and comprehensive income, stockholderschanges in shareholders’ equity and cash flows for the nine-six month period then ended September 30, 2009 (the financial statements referred to in (a) “Interim Financial Statements” and (b) collectivelytogether with the Audited Financial Statements, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) ). The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods involved, subject, in the case of the Interim Financial Statements, to normal year-end adjustments and the absence of notes. The Purden Lake Balance Sheets Financial Statements are true based on the books and accurate records of the Company, and fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As the Company and its Subsidiaries as of the respective dates they were prepared and the results of the Purden Lake operations of the Company and its Subsidiaries for the periods indicated. The consolidated statement of financial position of the Company and its Subsidiaries as of December 31, 2016 is referred to herein as the “Balance SheetsSheet” and the date thereof as the “Balance Sheet Date” and the consolidated statement of financial position of the Company and its Subsidiaries as of June 30, except 2017 is referred to herein as the “Interim Balance Sheet” and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in date thereof as the Purden Lake “Interim Balance Sheets or the notes thereto prepared Sheet Date.” The Company maintains a standard system of accounting established and administered in accordance with GAAP. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) all assets, liabilities and transactions are accurately and timely recorded in all assets reflected therein are properly reported material respects and fairly present the value as necessary to permit preparation of audited financial statements and to maintain accountability for the assets of Purden Lake, and (ii) transactions are executed and access to records is permitted only in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPmanagement’s authorization. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies On or prior to the Effective Date, the Company has delivered to the Lenders and the Administrative Agent a copy of (a) the audited consolidated balance sheet of Purden Lake the Company and its consolidated Subsidiaries as of at December 31, 2008 2008, and the related audited consolidated statements of operationsincome, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for the fiscal year ended then ended, setting forth in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such financial statements present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its consolidated Subsidiaries as at the end of, and for, such fiscal year. All such financial statements were prepared in accordance with GAAP, consistently applied, except as otherwise noted therein, and present fairly, in all material respects, the consolidated financial position and results of operations of the Company and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, the respective periods covered thereby. (b) On or prior to the Availability Date, Parent has delivered to the Lenders and the Administrative Agent a copy of the consolidated balance sheet of Parent and its consolidated Subsidiaries as at December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited consolidated statements of operationsincome, stockholders’ equity and cash flows of Parent and its consolidated Subsidiaries for the nine-month period ended September 30fiscal year then ended, 2009 (setting forth in comparative form the corresponding figures for the preceding fiscal year and accompanied by an opinion of independent certified public accountants of recognized national standing stating that such financial statements referred to present fairly, in (a) and (b) collectivelyall material respects, the “Purden Lake Financial Statements”) have been filed with consolidated financial position and results of operations of Parent and its consolidated Subsidiaries as at the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involvedend of, and for, such fiscal year. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the All such financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto statements were prepared in accordance with GAAP, consistently applied, except as otherwise noted therein, and present fairly, in all assets reflected therein are properly reported material respects, the consolidated financial position and fairly present the value results of the assets operations of Purden Lake, Parent and its consolidated Subsidiaries in accordance with GAAP. The statements of operations, stockholders’ equity consistently applied, as at the end of, and cash flows in for, the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAPrespective periods covered thereby. (c) Purden Lake There has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payablebeen a Material Adverse Change. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of Attached hereto as Schedule 3.5 are true and complete copies of: (ai) the audited consolidated balance sheet as of Purden Lake December 31 for each of the years 2008 through 2009, and the related consolidated statements of income, cash flow and stockholders’ equity for the fiscal years ended on such dates, in each case, for the BP Asset Selling Entity and the Purchased Subsidiaries, and (ii) the consolidated balance sheet as of December 31, 2008 2010 and the related audited consolidated reported statements of income for the twelve-month period ended on such date, in each case, for the BP Asset Selling Entity and the Purchased Subsidiaries (the “Most Recent BP Financial Statements”); (all the foregoing financial statements, including the notes thereto, are referred to herein collectively as the “BP Financial Statements”). (b) The BP Financial Statements are in accordance with the regularly maintained books and records of the BP Asset Selling Entity and the Purchased Subsidiaries and present fairly in all material respects the financial position, results of operations, stockholders’ equity and cash flows changes in financial position of the BP Asset Selling Entity and the Purchased Subsidiaries, as the case may be, as of the dates and for the fiscal year ended December 31periods indicated, 2008in each case, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied in a manner consistent with past practice and on a consistent basis throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates covered thereby; provided, however, that the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Most Recent BP Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federallack footnotes, statenormal year-end reclassifications, countyadjustments and other presentation items, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterialnot material in amount. The BP Financial Statements do not reflect any write-up or revaluation increasing the book value of any assets. The books and accounts of the BP Asset Selling Entity and the Purchased Subsidiaries are complete and correct in all material respects and fully and fairly reflect all of the transactions of the BP Asset Selling Entity and the Purchased Subsidiaries. (ec) All Each of Purden Lakethe BP Asset Selling Entity and the Purchased Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and to maintain asset accountability, (iii) access to assets are reflected on is permitted only in accordance with management’s general or specific authorization, and (iv) the Purden Lake Financial Statements, and, except as set forth in recorded accountability for assets is compared with the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseexisting assets at reasonable intervals and appropriate action is taken with respect to any differences. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies The Company has delivered to Prudential and each Purchaser copies of (ai) the audited financial statements of the Company and its Subsidiaries listed on Schedule 5.5, (ii) a consolidated balance sheet of Purden Lake the Company and its Subsidiaries as at December 31 in each of the three fiscal years of the Company most recently completed prior to the date as of December 31which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for each such year, 2008 all reported on by Deloitte & Touche, LLP (or such other nationally recognized accounting firm as may be reasonably acceptable to such Purchaser) and (iii) condensed consolidated balance sheet of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 45 days prior to such date for which financial statements have not been released) and the related audited comparable quarterly period in the preceding fiscal year and condensed consolidated statements of operations, stockholders’ equity income and cash flows for the periods from the beginning of the fiscal year ended December 31years in which such quarterly periods are included to the end of such quarterly periods, 2008, together with prepared by the notes to Company. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such statements Schedule and the opinion consolidated results of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity their operations and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) respective periods so specified and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should be reflected in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported and fairly present the value of the assets of Purden Lake, in accordance with GAAP. The statements of operations, stockholders’ equity and cash flows in the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, involved except as set forth in the Purden Lake Schedules notes thereto (subject, in the case of any interim financial statements, to normal year-end adjustments). The Company and its Subsidiaries do not have any Material liabilities that are not disclosed on such financial statements or otherwise disclosed in the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwiseDisclosure Documents. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2).

Financial Statements. (a) Copies of (a) the The audited balance consolidated sheet of Purden Lake as of December 31Parent and its Subsidiaries for the most recent Fiscal Year ended, 2008 and the related audited consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for the fiscal year ended December 31such Fiscal Year, 2008, together with including the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and thereto (bi) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been were prepared in accordance with GAAP consistently applied throughout the periods involved. The Purden Lake Balance Sheets are true and accurate and period covered thereby, except as otherwise expressly noted therein; (ii) fairly present as of their respective dates in all material respects the financial condition of Purden Lake. As Parent and its Subsidiaries as of the respective dates date thereof and their results of operations for the Purden Lake Balance Sheetsperiod covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and to the extent reflected or reserved against therein(iii) show all material indebtedness and other liabilities, Purden Lake had no liabilities or obligations (absolute direct or contingent) which should , of Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness; provided that such financial statements for the Fiscal Year ended December 31, 2020 may be reflected in separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAPone hand, and all assets reflected therein are properly reported for PTI and fairly present its Subsidiaries, on the value other hand. (b) The unaudited consolidated balance sheet of Parent and its Subsidiaries for the assets of Purden Lakemost recent Fiscal Quarter ended, in accordance with GAAP. The and the related consolidated statements of income or operations, stockholdersshareholders’ equity and cash flows for such Fiscal Quarter (i) were prepared in accordance with GAAP consistently applied throughout the Purden Lake Financial Statements reflect fairly the information required to be set forth therein by GAAP. (c) Purden Lake has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties)period covered thereby, except for taxes accrued but not yet due as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Parent and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to its Subsidiaries as of the date hereof. Each such income tax return reflects the taxes due thereof and their results of operations for the period covered thereby, except for amounts whichsubject, in the aggregatecase of clauses (i) and (ii), are immaterial. to the absence of footnotes and to normal year-end audit adjustments; and (eiii) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no show all material indebtedness and other liabilities, direct or indirectcontingent, matured or unmaturedof Parent and its Subsidiaries as of the date of such financial statements, contingent or otherwiseincluding liabilities for taxes, material commitments and Indebtedness; provided that such financial statements for the Fiscal Quarters ended prior to December 31, 2021 may be separated into financial statements for Parent and its Subsidiaries (excluding PTI and its direct and indirect Subsidiaries), on the one hand, and for PTI and its Subsidiaries, on the other hand. (fc) Purden Lake shall have no liabilities The consolidated forecasted balance sheet and statements of income and cash flows of Parent and its Subsidiaries delivered pursuant to Section 7.1(d) were prepared in good faith on the Closing Date (basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrowers’ good faith estimate of their future financial condition and performance, it being understood that such projections as defined in to future events are not to be viewed as facts, are subject to significant uncertainties and contingencies, and actual results may vary materially; provided that the financial statements that are the subject of this Section 4.2)6.7(c) provided for each Fiscal Year ended on or prior to December 31, 2021 shall relate exclusively to PTI and its Subsidiaries.

Financial Statements. (ai) Copies The consolidated financial statements of (a) PAYM included in the audited balance sheet of Purden Lake PAYM SEC Reports comply as of December 31, 2008 to form in all material respects with applicable accounting requirements and the related audited statements published rules and regulations of operationsthe SEC with respect thereto, stockholders’ equity and cash flows for the fiscal year ended December 31, 2008, together with the notes to such statements and the opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, independent certified public accountants, and (b) the unaudited balance sheet of Purden Lake as of September 30, 2009 (together with the balance sheets of Purden Lake as of December 31, 2008, the “Purden Lake Balance Sheets”) and the related unaudited statements of operations, stockholders’ equity and cash flows for the nine-month period ended September 30, 2009 (the financial statements referred to in (a) and (b) collectively, the “Purden Lake Financial Statements”) have been filed with the SEC. (b) The Purden Lake Financial Statements have been prepared in accordance with GAAP consistently U.S. generally accepted accounting principles (except, in the case of unaudited consolidated quarterly statements, as permitted by Form 10-Q of the SEC) applied throughout on a consistent basis during the periods involved. The Purden Lake Balance Sheets are true and accurate and fairly present as of their respective dates the financial condition of Purden Lake. As of the respective dates of the Purden Lake Balance Sheets, involved (except as and to the extent reflected or reserved against therein, Purden Lake had no liabilities or obligations (absolute or contingent) which should may be reflected indicated in the Purden Lake Balance Sheets or the notes thereto prepared in accordance with GAAP, and all assets reflected therein are properly reported thereto) and fairly present the value consolidated financial position of PAYM and its consolidated subsidiaries as of the assets dates thereof and the consolidated results of Purden Lakeoperations and changes in cash flows for the periods then ended (subject, in accordance with GAAPthe case of unaudited quarterly statements, to normal year-end audit adjustments as determined by PAYM’s independent accountants). The Except as set forth in the PAYM SEC Reports, at the date of the most recent audited financial statements of operationsPAYM included in the PAYM SEC Reports, PAYM has not incurred any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) which, individually or in the aggregate, could reasonably be expected to have a material adverse effect with respect to PAYM. (ii) PAYM has made the audited balance sheet and statements of income, changes in stockholders’ equity and cash flows in flow as of and for the Purden Lake fiscal years ended December 31, 2013 and December 31, 2014 for PAYM, as filed with the PAYM SEC Reports (collectively, the (“PAYM Financial Statements reflect fairly the information required Information”), available to be set forth therein by GAAPPROTEC. (ciii) Purden Lake has no liabilities with respect The audited balance sheet dated as of December 31, 2014 of PAYM shall be referred to as the payment “PAYM Balance Sheet.” The PAYM Financial Information presents fairly the financial condition of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except PAYM as of such dates and the results of operations of PAYM for taxes accrued but not yet due and payable. (d) Purden Lake has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each such income tax return reflects the taxes due for the period covered thereby, except for amounts whichperiods, in accordance with GAAP and are consistent with the aggregate, books and records of PAYM (which books and records are immaterial. (e) All of Purden Lake’s assets are reflected on the Purden Lake Financial Statements, and, except as set forth in the Purden Lake Schedules or the Purden Lake Financial Statements, Purden Lake has no material liabilities, direct or indirect, matured or unmatured, contingent or otherwise. (f) Purden Lake shall have no liabilities on the Closing Date (as defined in Section 4.2correct and complete).