Common use of Financial Statements Clause in Contracts

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its Attached hereto as SCHEDULE 2.6 is (a) consolidated and consolidating NaviCyte's unaudited balance sheet and the consolidated and consolidating balance sheets as of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date June 30, 1998 and the related consolidated statements of income operations, changes in stockholders' equity and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearnine (9) month period ended June 30, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA 1998 and (b) consolidated and consolidating NaviCyte's unaudited balance sheet and the consolidated and consolidating balance sheets as of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateSeptember 30, 1998 and the related consolidated statements of income operations, changes in stockholders' equity and retained earnings and of cash flows for the Financial Reporting Party twelve (12) month period then ended. The unaudited balance sheet at June 30, 1998 is hereinafter referred to as the "NAVICYTE BALANCE SHEET," and its consolidated Subsidiaries for all such quarterly fiscal period, setting forth in each case in comparative form financial statements are hereinafter referred to collectively as the figures for the previous year. All such "NAVICYTE FINANCIAL STATEMENTS." The NaviCyte Financial Statements have been prepared on a consistent basis during the periods involved, are true in accordance with NaviCyte's books and correct records, and fairly present, in all material respects, present the consolidated financial condition position of NaviCyte and the results of its operations as of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basisthe periods indicated thereon. Since At the Annual Financial Statement date of the NaviCyte Balance Sheet (the "NAVICYTE BALANCE SHEET DATE") and as of the Closing Date, there NaviCyte had and has been no material adverse change liabilities or obligations, secured or unsecured (whether accrued, abso- lute, contingent or otherwise - collectively, "LIABILITIES") not reflected on the NaviCyte Balance Sheet except for Liabilities (x) as may have arisen in the consolidated business, operations or financial condition ordinary course of business prior to the date of the Financial Reporting Party NaviCyte Balance Sheet and its consolidated Subsidiaries taken as a whole from that set forth which, under generally accepted accounting principles ("GAAP"), would not have been required to be reflected on the NaviCyte Balance Sheet and (y) incurred in said Financial Statements nor is Seller aware the ordinary course of any state business since the date of facts the NaviCyte Balance Sheet which (without notice or the lapse of time) would be reasonably likely to result are usual and normal in amount, but in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does event not have, on greater than $50,000.00 in the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet aggregate (inclusive of clauses (x) and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing(y)).

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet December 31, 2001 and the September 30, 2002 consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated financial statements of income and retained earnings and of cash flows for the Financial Reporting Party Borrower and its consolidated Subsidiaries for such fiscal year, setting forth heretofore delivered to the Lenders were prepared in each case accordance with Agreement Accounting Principles in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended effect on the Monthly Financial Statement Date, and the related consolidated date such statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct were prepared and fairly present, in all material respects, present the consolidated financial condition and operations of the Financial Reporting Party Borrower and its Subsidiaries at such date and the consolidated results of their operations for the period then ended. The March 31, 2002 consolidated pro forma financial statements of FASCO heretofore delivered to the Lenders were prepared as at such dates and for such monthly periods, all special purpose audits in accordance with GAAP applied generally accepted accounting principles in effect on the date such statements were prepared and, subject to the assumptions stated therein, fairly present the consolidated financial condition and operations of FASCO at such date and the consolidated results of their operations for the period then ended. The Opening Pro Forma Statements are complete and accurate in all material respects and fairly represent pro forma financial condition and operations of the Borrower and its Subsidiaries on a consistent basis. Since consolidated basis in accordance with generally accepted accounting principles in effect on the Annual Financial Statement Date, there has been no material adverse change in date such statements were prepared and after giving effect on a pro forma basis to (i) the consolidated business, operations or financial condition consummation of the Financial Reporting Party FASCO Acquisition, (ii) the Advances to be made hereunder and its consolidated Subsidiaries taken as a whole from that set forth the use of proceeds thereof, (iii) the payment of fees and expenses in said Financial Statements nor is Seller aware of any state of facts which connection with the foregoing and (without notice or iv) the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effectother transactions contemplated by the FASCO Acquisition and the FASCO Acquisition Documents. The Financial Reporting Party does not have, Opening Projections are based on good faith estimates and assumptions made by the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsmanagement of the Borrower, and at the present time there are no statements or conclusions in the Opening Projections which are based upon or include information known to the Borrower to be misleading or which fail to take into account material unrealized or anticipated losses from any loans, advances or other commitments information regarding the matters reported therein. On the date of the Financial Reporting Party except as heretofore disclosed to Buyer initial Advance hereunder and on the date of the consummation of the FASCO Acquisition, the Borrower believes that the Opening Projections are reasonable and attainable, it being understood that uncertainty is inherent in writingany forecasts or projections.

Financial Statements. The Seller has furnished the Purchaser with (i) true and complete copies of the audited consolidated financial statements of the Company and the Company Subsidiaries (including the related notes) for the fiscal years ending December 31, 1996 and 1997 (the "Audited Financial Reporting Party has heretofore furnished to Buyer a copy of its Statements"), and (aii) the unaudited consolidated and consolidating balance sheet and the related unaudited consolidated income statement of the Company and consolidating balance sheets of its consolidated the Company Subsidiaries for the fiscal year nine months ended September 30, 1998 (the Annual "Unaudited Financial Statement Date Statements" and, together with the Audited Financial Statements, the "Financial Statements"). The Audited Financial Statements fairly present in all material respects the financial position, results of operations and cash flows of the Company and the related consolidated statements Company Subsidiaries as of income the dates and retained earnings and of cash flows for the periods specified therein, all in conformity with GAAP. The Unaudited Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet Statements and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the October Financial Reporting Party ended on the Monthly Financial Statement DateStatements fairly present, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such November Financial Statements are true and correct and the December Financial Statements shall fairly present, in all material respects, respects the consolidated financial condition combined results of operations and cash flows of the Financial Reporting Party and its Subsidiaries Company and the consolidated results of their operations as at such dates and Company Subsidiaries for such monthly periodsthe periods specified therein, all in conformity with GAAP (subject to normal year-end audit adjustments that will not have or reflect a Company Material Adverse Effect) and except as otherwise noted therein. The books and records of the Company and each Company Subsidiary are complete and correct in all material respects, have been maintained in accordance with GAAP applied on a consistent basisgood business practices and GAAP, and accurately reflect the basis for the financial condition and results of operations as set forth in the Financial Statements. Since Throughout the Annual periods covered by the Financial Statement DateStatements, there has been no material adverse change in the consolidated business, operations accounting principles followed by the Company or financial condition any of the Financial Reporting Party and its consolidated Company Subsidiaries taken or the methods of applying such principles. Except as a whole from that expressly provided in this Section 4.5, no representation is made by Seller as to any financial information of the Company or the Company Subsidiaries provided to Purchaser, including any financial information set forth in said Financial Statements nor the Confidential Memorandum dated July 1998 regarding the Company and the Company Subsidiaries provided to Purchaser by Xxxxx Xxxxxxx, Inc. Without limiting the generality of the foregoing, no representation is Seller aware made as to the accuracy, fairness or reasonableness of any state of facts which (without notice projections regarding the Company or any Company Subsidiary provided to Purchaser or the lapse of time) would assumptions used in preparing the same or as to the likelihood that such projections will be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingachieved.

Financial Statements. The Financial Reporting Party has heretofore furnished CherryBerry LLC and CherryBerry Corporate LLC have delivered to Buyer a copy correct and complete copies of its such Seller’s unaudited (ai) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income income, stockholders’ equity and retained earnings and of cash flows for and as of the Financial Reporting Party years ended December 31, 2012, 2011 and its consolidated Subsidiaries for such fiscal year2010, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating the unaudited balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period such Seller as of the Financial Reporting Party ended on the Monthly Financial Statement DateNovember 30, 2013 and the related consolidated unaudited statement of income for the 11 month period then ended. CherryBerry Enterprises LLC has delivered to Buyer correct and complete copies of such Seller’s audited (i) balance sheets and related statements of income income, stockholders’ equity and retained earnings and of cash flows for and as of the Financial Reporting Party years ended December 31, 2012 and its consolidated Subsidiaries for 2011, and (b) the unaudited balance sheet of such quarterly fiscal periodSeller as of November 30, setting forth in each case in comparative form 2013 and the figures related unaudited statement of income for the previous year11 month period then ended. All such The financial statements of the Sellers are collectively referred to as the “Financial Statements.” The Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all were prepared in accordance with GAAP applied on a consistent basis. Since basis throughout the Annual Financial Statement Dateperiods covered thereby and fairly present in all material respects the financial position, there has been no material adverse change results of operations and changes in financial position of such Seller as of the dates and for the periods indicated, subject in the consolidated business, operations or financial condition case of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said unaudited Financial Statements nor is Seller aware only to normal year-end adjustments (none of any state which will be material in amount) and the omission of facts which (without notice footnotes. Except as described on Schedule 5.7 or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not as disclosed by, or reserved against in, said its most recent balance sheet and related statementsincluded in the Financial Statements, such Seller does not have any liability or obligation, whether accrued, absolute, fixed or contingent (including liabilities for taxes or unusual forward or long-term commitments), that is or would be material to the business, results of operations or financial condition of such Seller, nor to such Seller’s knowledge does any aspect of its operations form a basis for any claim by a third party which, if asserted, could result in a liability not disclosed by or reserved against in such balance sheet. Since the date of the most recent balance sheet included in the Financial Statements (i) such Seller has operated only in the ordinary course, (ii) such Seller has not sold or disposed of any assets other than in the ordinary course of business, (iii) there has been no material adverse change in, and at no event has occurred which is likely, individually or in the present time there are no aggregate, to result in any material unrealized adverse change in, the business, operations, assets, or anticipated losses from any loanscondition (financial or otherwise) of such Seller, advances or other commitments of the Financial Reporting Party except taken as heretofore disclosed to Buyer in writinga whole.

Financial Statements. The Financial Reporting Party Target has heretofore furnished provided to Buyer a copy Parent, or will provide to Parent within thirty (30) days of its the date of this Agreement, true and complete copies of (ai) the audited consolidated and consolidating balance sheet of Target and its Subsidiaries as of December 31, 2004, and the consolidated related audited statements of operations and consolidating balance sheets of its consolidated Subsidiaries changes in stockholders' equity for the fiscal year ended then ended, and (ii) the Annual Financial Statement Date unaudited consolidated balance sheet of Target and its Subsidiaries and the related consolidated unaudited statements of income and retained earnings and of cash flows operations for the period ended December 31, 2005 (collectively, the “Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearStatements”). All such The Financial Statements are true and correct and fairly (i) have been, or will be, prepared in accordance with generally accepted accounting principles (“GAAP”) on a basis consistent throughout the periods covered thereby; (ii) present, or will present, fairly, in all material respects, the consolidated financial condition of the Financial Reporting Party Target and its Subsidiaries as of the dates thereof and the consolidated results of their operations for the periods then ended; and (iii) are, or will be, consistent with the books and records of Target and its Subsidiaries, which books and records are true, correct and complete in all material respects. For purposes of this Agreement, the “Balance Sheet” means the consolidated balance sheet of Target and its Subsidiaries dated as of December 31, 2005, and the “Balance Sheet Date” means December 31, 2005. All liabilities and obligations, whether absolute, accrued, contingent or otherwise, whether direct or indirect, and whether due or to become due, which existed at the date of such dates Financial Statements and for such monthly periodsare required, all under GAAP, to be recorded or disclosed in accordance with GAAP applied on a consistent basisthe balance sheets included in the Financial Statements or disclosed in notes to the Financial Statements are, or will be, so recorded or disclosed. Since the Annual Financial Statement Date, Balance Sheet Date there has been no material adverse change in the consolidated businessassets or liabilities, or in the business or condition, financial or otherwise, or in the results of operations of Target or financial condition any of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor Subsidiaries, which has had or is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The To Target’s knowledge, the accounts receivable of Target and its Subsidiaries included in the Balance Sheet are reasonably expected to be collectible substantially in full over a reasonable period subject to reserves for bad debt established therefor and which are reflected in the Financial Reporting Party does Statements (by use of Target's or its Subsidiaries’ normal collection methods without resort to litigation or reference to a collection agency), and to Target’s knowledge, (i) there do not haveexist any defenses, counterclaims and set-offs which would materially adversely affect such receivables, and (ii) all such receivables are actual and bona fide receivables representing obligations for the total dollar amount thereof shown on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet books of Target and related statements, its Subsidiaries. Target and at its Subsidiaries have performed all obligations in all material respects with respect thereto which they were obligated to perform to the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingdate hereof.

Financial Statements. The Financial Reporting Party Purchaser has heretofore furnished to Buyer a copy of its (a) received the Stockholder's audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related audited consolidated statements of income operations and retained earnings accumulated deficits and of cash flows of the Stockholder at December 31, 1996 and 1995 and the reports thereon of KPMG Peat Marwick LLP and the unaudited balance sheets and income statements for each of the Acquired Companies at December 31, 1996 and 1995 and for the Financial Reporting Party ten month period ending October 31, 1997 (collectively the "Company Balance Sheets"). The Company Balance Sheets reflect all adjustments, including normal recurring accruals, considered necessary for a fair presentation of the financial position of the Acquired Companies, subject to normal year end adjustments. The Company Balance Sheets related to the period ended December 31, 1996 and its 1995 were the underlying financial statements utilized in connection with preparing the Stockholder's consolidated Subsidiaries for such fiscal yearstatements of operations. The Stockholder will also furnish to Purchaser the unaudited interim balance sheet at November 30, setting forth in 1997 of each case in comparative form of the figures Acquired Companies and related unaudited statements of operations for the previous yearfiscal period then ended by January 15, with 1998 (the opinion thereon of an Approved CPA and (b) consolidated and consolidating unaudited interim balance sheet and related statement of operations at November 30, 1997 shall be referred to as the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period "Financial Statements"). All of the Financial Reporting Party ended Statements are complete and correct, have been prepared on a basis consistent with past practices, and fairly present the separate financial positions of each of the Acquired Companies at the date thereof. The Financial Statements reflect all property and assets used in the business of the Acquired Companies in a manner consistent with past practices. No statement of income on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true contains any extraordinary or nonrecurring item or expense and correct and fairly present, in all material respects, the consolidated financial condition none of the Financial Reporting Party and its Subsidiaries and the consolidated results Statements reflects any revaluation of their operations assets (except as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basisspecified therein). Since November 30, 1997 (the Annual Financial Statement "Company Balance Sheet Date, ") there has been no material adverse change in the consolidated businessassets or liabilities or in the business or condition, financial or otherwise, or the results of operations or financial condition prospects of the Financial Reporting Party and its consolidated Subsidiaries taken Acquired Companies or the Subsidiaries, whether as a whole from that set forth in said Financial Statements nor is Seller aware result of any state legislative or regulatory change, revocation of facts which (without notice any license, litigation, administrative action, fire, explosion, accident, casualty, labor trouble, flood, drought, riot, storm, condemnation or the lapse act of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances God or other commitments public force or otherwise, except as disclosed and consented to by Purchaser; and to the best knowledge, information and belief of the Financial Reporting Party except as heretofore disclosed to Buyer Acquired Companies and the Stockholder, no fact or condition exists or is contemplated or threatened which might cause such a change in writingthe future.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Complete copies of its (a) consolidated and consolidating the audited combined financial statements consisting of the balance sheet of the Companies and the consolidated combined financial statements of the Washington Entities as at December 31 in each of the years 2017 and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date 2018 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the years then ended (the “Audited Financial Reporting Party Statements”), and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form unaudited combined financial statements consisting of the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet of the Companies and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period combined financial statements consisting of the Financial Reporting Party ended on balance sheet of the Monthly Financial Statement DateWashington Entities as at December 31, 2019 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the twelve-month period then ended (the “Interim Financial Reporting Party Statements”) and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Audited Financial Statements, setting forth in each case in comparative form the figures for the previous year“Financial Statements”) have been delivered to Parent. All such The Audited Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the period involved. The Interim Financial Statements have been prepared in accordance with GAAP, subject to adjustments in accordance with IFRS. The Financial Statements and the Closing Balance Sheet are true based on the books and correct records of the Companies and the Washington Entities. The Financial Statements fairly present, in all material respects, present the consolidated financial condition of the Financial Reporting Party Companies and its Subsidiaries the Washington Entities as of the respective dates they were prepared and the results of their respective operations for the periods indicated. The consolidated balance sheet of the Companies as of December 31, 2018 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the consolidated results balance sheet of the Companies as of December 31, 2019 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Companies and the Washington Entities (a) keep books, records and accounts that accurately, fairly and in reasonable detail reflect their operations as at such dates material assets and for such monthly periodstransactions, and (b) maintain a system of internal accounting controls sufficient to provide reasonable assurance that all in accordance with GAAP applied on a consistent basis. Since or their material transactions are recorded accurately and promptly to permit the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition preparation of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingStatements.

Financial Statements. The Financial Reporting Party has heretofore Domestic Borrower and the Sterling Borrower have furnished to Buyer a copy of its the Administrative Agent (ai) the audited consolidated and consolidating balance sheet of the Domestic Borrower and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date subsidiaries as at September 30, 1999 and of Sterling Borrower and its consolidated subsidiaries as at June 30, 1999, as well as the related consolidated statements of income income, shareholders' equity and retained earnings and of cash flows for the Financial Reporting Party Fiscal Year then ended, including in each case the related schedules and notes, (ii) the unaudited consolidated balance sheet of the Domestic Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures subsidiaries for the previous yearFiscal Quarters ending December 31, with 1999 and March 31, 2000 and of the opinion thereon of an Approved CPA Sterling Borrower and (b) its consolidated and consolidating balance sheet subsidiaries for the six month period ending December 31, 1999 and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateFiscal Quarter ending March 31, 2000, and the related unaudited consolidated statements of income income, shareholders' equity, and retained earnings and of cash flows for each of the Financial Reporting Party periods then ended, (iii) the Pro Forma Balance Sheet which was based on the unaudited consolidated balance sheet of the Domestic Borrower dated as of March 31, 2000, and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form (iv) the figures for the previous yearProjections. All such Financial Statements are true and correct and The foregoing financial statements fairly present, present in all material respects, respects the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party Domestic Borrower and its consolidated Subsidiaries subsidiaries and of the Sterling Borrower and its consolidated subsidiaries as at the dates thereof and results of operations for such periods in conformity with GAAP consistently applied. The Consolidated Companies taken as a whole from that set forth in said Financial Statements nor is Seller aware of do not have any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not havecontingent obligations, on the Annual Financial Statement Date, any contingent liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for known taxes, long-term leases or unusual forward or long-term commitments not disclosed byreflected in the foregoing financial statements or the notes thereto. Since September 30, 1999 there have been no changes with respect to the Domestic Borrower and its consolidated subsidiaries or reserved against inwith respect to the Sterling Borrower and its consolidated subsidiaries which have had or could reasonably be expected to have, said balance sheet and related statementssingly or in the aggregate, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writinga Materially Adverse Effect.

Financial Statements. The Financial Reporting Party has heretofore furnished As of the execution of this Agreement, Disclosure Schedule 3.6 consists of true and complete copies of the Acquired Companies’ audited consolidating financial statements for the period ending June 30, 2017 (the “Financials”), and true and complete copies of the Acquired Companies’ internally generated quarterly financial reports for the third calendar quarter of 2017 (a Quarterly Report). At or prior to Buyer a copy the Closing, AIDEA will supplement Disclosure Schedule 3.6 to also include the quarterly financial reports for the fourth calendar quarter of its 2017 and all completed quarterly financial reports for the calendar quarters in 2018 up to the Closing Date (a) consolidated and which are part of the Quarterly Reports). If the Closing does not occur before the Acquired Companies’ audited consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries financial statements for the fiscal year ended ending June 30, 2018 are completed, AIDEA shall supplement Disclosure Schedule 3.6 with those financial statements, which shall also constitute part of the Annual Financial Statement Date “Financials.” The Financials have been prepared from the Acquired Companies’ books and records in accordance with GAAP, applied on a consistent basis throughout the periods involved, and fairly present the Acquired Companies’ financial position as of their respective dates and the related consolidated statements results of income Operations and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures periods shown. The Quarterly Report for the previous year, with the opinion thereon third calendar quarter of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2017, and the related consolidated statements Quarterly Reports to be prepared for all subsequent calendar quarters, have been prepared or will be prepared by the Acquired Companies’ personnel from the Acquired Companies’ books and records, and fairly present the Acquired Companies’ financial position as of income the end of the period and retained earnings the results of Operations and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period. After June 30, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date2017, there has been no material adverse change in the consolidated business, operations or financial condition or business of any of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from Acquired Companies that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have constitute a Material Adverse Effect. The Financial Reporting Party does not have, on No financial statements of any person or entity other than the Annual Financial Statement Date, any liabilities, direct Acquired Companies are required by GAAP to be included in the Financials or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingQuarterly Reports.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its Schedule 3.3 sets forth (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets unaudited financial statements of its consolidated Subsidiaries the Newspaper for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearDecember 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA 2006 and (b) consolidated unaudited financial statements for the period through March 4, 2007 (the “Balance Sheet Date”) (the financial statements referred to in clauses (a) and consolidating balance sheet (b) being “Financial Statements”). The representations and warranties in this Section 3.3 are qualified by the pro forma adjustments which were made in the Financial Statements pursuant to adjustments shown on Schedule 3.3 furnished to Buyer, including: (x) pension plan expense was eliminated, (y) newsprint expense was adjusted to approximate market price, and (z) intercompany allocations for the Sellers News Service have been eliminated. The Financial Statements fairly present in all material respects the financial position of the Newspaper and the consolidated results of operations of the Newspaper as at and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period periods covered thereby and have been prepared in conformity with Sellers historical accounting practices which reflect accrual basis accounting and are in accordance with generally accepted accounting principles, except as otherwise noted therein or as set forth on Schedule 1.6(c). No material adjustments of the Financial Reporting Party ended Statements are required for a fair presentation of the results of operations and financial position of the Newspaper on an accrual basis. Except as set forth on Schedule 3.3, the Financial Statements are correct and complete in accordance with the books and records regularly maintained by the Newspaper which reflect accrual basis accounting. The Financial Statements fairly present the results of operations and financial position of the Newspaper as of the dates and for the periods set forth therein. Sellers shall deliver on the Monthly Financial Statement Closing Date to Buyer a schedule of the Newspaper’s outstanding accounts receivable as of the Closing Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true accounts receivable have arisen in the ordinary course of business and correct represent bona fide indebtedness incurred by the applicable account debtor and fairly presenthave been properly adjusted for bankrupt and other uncollectible accounts. Assuming reasonable collection efforts by Buyer, Sellers have no reason to believe that such accounts receivable would not be collectible (net of Sellers reserves for uncollectible receivables established by Sellers in all material respectsthe ordinary course of its business consistent with past practice). Sellers make no representations, however, about the consolidated future business or financial condition prospects of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and Newspaper for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingBuyer’s intended purposes.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) (i) the Company has delivered to the Buyer copies of the audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated the Company and the Company Subsidiaries for the fiscal year ended the Annual Financial Statement Date as of December 31, 2010, December 31, 2009 and December 31, 2008 and the related audited consolidated statements of income and retained earnings and of cash flows for of the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet Company and the consolidated and consolidating balance sheets of its consolidated Company Subsidiaries for the quarterly fiscal period 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 Financial Reporting Party ended on audited consolidated balance sheet of the Monthly Financial Statement DateCompany and the Company Subsidiaries as of December 31, 2011 and the related audited consolidated statements of income and retained earnings cash flows of the Company and the Company Subsidiaries for the year then ended (the “2011 Audited Financial Statements”, and together with the Prior Year Audited Financial Statements, the “Audited Financial Statements”) and (iii) the Company has delivered to the Buyer a copy of the unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of September 30, 2011 and the related unaudited consolidated statements of income and cash flows of the Company and the Company Subsidiaries for the period then ended, (the “Unaudited Financial Statements”, and collectively with the Audited Financial Statements, the “Financial Statements”). Except (a) as disclosed in Schedule 5.7(a), (b) with respect to the Audited Financial Statements, as set forth in the footnotes thereto, and (c) with respect to the Unaudited Financial Statements, as to year-end adjustments and the absence of footnotes, the Prior Year Audited Financial Statements (and, following the delivery thereof as contemplated above, the 2011 Audited Financial Statements) and the Unaudited Financial Statements, have been prepared in accordance with the books and records of the Company and the Company Subsidiaries and with the Accounting Principles applied on a consistent basis throughout the periods indicated and present fairly in all material respects the Company’s and the Company Subsidiaries’ financial position as of the specified dates and the Company’s and the Company Subsidiaries’ results of operations and cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form specified periods. The Company has provided the figures for the previous year. All such Financial Statements are Buyer with a true and correct and fairly present, in all material respects, the consolidated financial condition copy of the independent auditors’ report relating to the Prior Year Audited Financial Reporting Party Statements and its Subsidiaries will provide the Buyer with a true and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition correct copy of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said independent auditors’ report relating to the 2011 Audited Financial Statements nor is Seller aware concurrent with the delivery of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The 2011 Audited Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except Statements as heretofore disclosed to Buyer in writingcontemplated above.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet financial statements included in the Registration Statement, the General Disclosure Package and the consolidated Prospectus, together with the related schedules (if any) and consolidating balance sheets notes, present fairly the financial position of its consolidated Subsidiaries the Partnership, NGL Supply, Inc., the businesses of HOH contributed to the Partnership, and the businesses of Xxxxxxx 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 Xxxxxxx sold to the Partnership for the fiscal year ended periods specified; the Annual Financial Statement Date and financial statements of any other entities or businesses included in the Registration Statement, the General Disclosure Package or the Prospectus, together with the related consolidated statements schedules (if any) and notes, present fairly the financial position of income and retained earnings and of cash flows for each such entity or business, as the Financial Reporting Party case may be, and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form subsidiaries (if any) at the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet dates indicated and the consolidated and consolidating balance sheets results of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Dateoperations, changes in partners’ capital/stockholders’ (or other owners’) equity, as applicable, and the related consolidated statements of income and retained earnings and of cash flows for of such entity or business, as the Financial Reporting Party case may be, and its consolidated Subsidiaries for such quarterly fiscal periodsubsidiaries, setting forth in each case in comparative form the figures if any, for the previous year. All periods specified; and all such Financial Statements are true and correct and fairly present, financial statements have been prepared in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance conformity with GAAP applied on a consistent basisbasis throughout the periods involved and comply with all applicable accounting requirements under the 1933 Act and the 1933 Act Regulations. Since The supporting schedules, if any, included in the Annual 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 “Summary—Summary Historical and Unaudited Pro Forma Financial Statement Date, there and Operating Data” and “Selected Historical and Unaudited Pro Forma Financial and Operating Data” presents fairly the information shown therein and has been no material adverse change compiled on a basis consistent with that of the audited financial statements included in the consolidated businessRegistration Statement, operations or the General Disclosure Package and the Prospectus. The pro forma financial condition statements and the related notes thereto included in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein, have been prepared in accordance with the 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 reasonable and 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 the information shown therein and has been compiled on a basis consistent with that of the Financial Reporting Party pro forma financial statements included in the Registration Statement, the General Disclosure Package and its consolidated Subsidiaries taken the Prospectus. All “non-GAAP financial measures” (as a whole from that set forth such term is defined in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet rules and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments regulations of the Financial Reporting Party except as heretofore disclosed Commission), 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 Buyer in writingthe extent applicable.

Financial Statements. The True and complete copies of (i) the audited balance sheets and the related statements of income and expenses, members’ equity, and cash flows of MMG for each of the two fiscal years ended as of December 31, 2011 and December 31, 2010, together with all related notes and schedules thereto, accompanied by the reports thereon of MMG’s accountants (the “MMG Audited Financial Reporting Party has heretofore furnished to Buyer a copy of its Statements”); (aii) the audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings expenses, stockholders’ equity, and of cash flows of the Business for the Financial Reporting Party and its quarterly period ended September 30, 2011; (iii) the unaudited consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the related consolidated statement of income and consolidating balance sheets expenses, stockholders’ equity, and cash flows of its consolidated Subsidiaries the Business for the quarterly fiscal period ended September 30, 2012, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the Financial Reporting Party unaudited year-to-date period ended on the Monthly last day of the full calendar month immediately preceding the Closing together with all related notes and schedules thereto accompanied by the reports thereon of Transferor’s accountants (the “Transferor Interim Financial Statement DateStatements” and, and together with the related consolidated statements of income and retained earnings and of cash flows for MMG Audited Financial Statements, the “Transferor Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearStatements”) have been delivered or will be delivered by Transferor to Parent. All such The Transferor Financial Statements are true (A) were prepared in accordance with the books of account and correct and other financial records of the Transferors, (B) present fairly present, in all material respects, the consolidated financial condition and results of operations of the Financial Reporting Party and its Subsidiaries and Transferors as of the consolidated results of their operations as at such dates and thereof or for such monthly periodsthe periods covered thereby, all (C) have been prepared in accordance with GAAP applied on a basis consistent basis. Since with the Annual past practices of the Transferors, except that the Transferor Financial Statement Date, there has been no material adverse change in Statements may not contain all footnotes required by GAAP and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated business, operations or financial condition of the Financial Reporting Party Transferors and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments results of the Financial Reporting Party except operations of the Transferors as heretofore disclosed to Buyer in writingof the dates thereof or for the periods covered thereby.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated financial statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party Parent and its Subsidiaries (prior to the Closing Date) and of Old SoCal and its Subsidiaries for Fiscal Years 2008 and 2009 (it being agreed that such 2009 annual financial statements for SoCal shall be reviewed and not audited) and the unaudited consolidated results financial statements of their operations Parent and its Subsidiaries (prior to the Closing Date) and of Old SoCal and its Subsidiaries as at certain fiscal months and Fiscal Quarters ended after Fiscal Year 2009, copies of each of which have been delivered to each Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly the respective consolidated financial conditions of Parent and such Subsidiaries and of Old SoCal and its Subsidiaries as at such dates and the respective results of their operations for such monthly periodsthe periods then ended. All other consolidated balance sheets, all and related statements of income, cash flow and shareholder’s equity, of Loan Parties that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP applied GAAP, and fairly present the financial positions and results of operations of Loan Parties and Subsidiaries at the dates and for the periods indicated. All projections delivered from time to time to Agent and Lenders have been prepared in good faith, based on a consistent basisreasonable assumptions in light of the circumstances at such time. Since December 31, 2009 and up to the Annual Financial Statement Closing Date, there has been no material adverse change in the consolidated businesscondition, operations financial or financial condition otherwise, of the Financial Reporting Party (v) Parent and its consolidated Subsidiaries taken as a whole from (prior to the Closing Date) or (y) Old SoCal and its Subsidiaries that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice would have or the lapse of time) would could reasonably be reasonably likely to result in any such material adverse change or would be reasonably likely expected to have a Material Adverse Effect. The Financial Reporting Party does not have, on From and after the Annual Financial Statement Closing Date, there has been no change in the condition, financial or otherwise, of Parent and the Subsidiaries taken as a whole that would have or could reasonably be expected to have a Material Adverse Effect. No financial statement delivered to Agent or Lenders at any liabilitiestime contains any untrue statement of a material fact, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments nor fails to disclose any material fact necessary to make such statement not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments materially misleading in light of the Financial Reporting Party except as heretofore disclosed to Buyer in writingcircumstances at such time.

Financial Statements. The Financial Reporting Party Undisclosed Liabilities; Absence of Certain Changes or Events. TCI has heretofore furnished delivered to Buyer a copy Insight complete and correct copies of its (a) consolidated and consolidating an unaudited balance sheet for each TCI System as of December 31, 1997 and the consolidated and consolidating balance sheets an unaudited statement of its consolidated Subsidiaries operations for the fiscal year ended the Annual December 31, 1997 for each System, including all notes and Schedules thereto (all of such financial statements and notes being hereinafter referred to as "TCI's Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearStatements"). All such TCI's Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP the books and records of TCI, were prepared in accordance with GAAP, applied on a consistent basisbasis throughout the periods covered thereby, present fairly the financial condition of TCI with respect to the TCI Systems at the dates and for the periods indicated, subject, in the case of unaudited TCI Financial Statements, only to standard year-end adjustments and the omission of footnotes. Since The unaudited balance sheets of TCI as of December 31, 1997 are herein called the Annual Financial Statement Date"TCI Balance Sheets." At the date of the TCI Balance Sheets, TCI had no material liabilities with respect to the Systems required by GAAP to be reflected or reserved against therein that were not fully reflected or reserved against on the TCI Balance Sheets, other than liabilities as set forth on Schedule 6.10. Except as set forth on Schedule 6.10, since the date of the TCI Balance Sheets through the date of this Agreement: (x) TCI has not incurred any obligation or liability (contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of business, the performance of which will not, to TCI's Knowledge, individually or in the aggregate, have a material adverse effect on the financial condition of TCI or the results of operations of TCI or TCI's Cable Business; (y) there has been no material adverse change in the consolidated TCI Assets comprising any TCI System or in the business, operations condition, financial or otherwise, or liabilities of TCI's Cable Business or any TCI System and, to TCI's Knowledge, no fact or condition exists or is contemplated or threatened which would result in such a change in the future; and (z) TCI's Cable Business has been conducted only in the ordinary course of business consistent with past practice. For the purpose of this Agreement, the impact of general economic conditions (including changes in capital and financial condition of markets), governmental legislation and regulations and other events which affect the Financial Reporting Party and its consolidated Subsidiaries taken cable industry as a whole from that set forth in said Financial Statements nor is Seller aware the State of any state of facts which (without notice Indiana or the lapse of time) would United States, shall not be reasonably likely to result considered in any such determining whether there has been a material adverse change in the business, condition, financial or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, otherwise or liabilities for taxes, long-term leases of TCI's Cable Business or unusual forward any TCI System or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingTCI Assets.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet The Borrower has furnished to the Administrative Agent and the Lenders complete and correct copies of (i) the audited consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date December 31, 2008 and the related audited consolidated statements of income income, shareholders’ equity, and retained earnings and of cash flows for of the Financial Reporting Party Borrower and its consolidated Subsidiaries for such the fiscal yearyear of the Borrower then ended, setting forth in each case in comparative form accompanied by the figures for the previous year, with the opinion report thereon of an Approved CPA Xxxxx Xxxxxxxx LLP; and (bii) the condensed consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party quarter ended on the Monthly Financial Statement DateMarch 29, 2009 and the related condensed consolidated statements of income and retained earnings and of cash flows for of the Financial Reporting Party Borrower and its consolidated Subsidiaries for such quarterly each of the fiscal period, setting forth in each case in comparative form the figures for the previous yearperiods then ended. All such Financial Statements are true and correct financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present, in all material respects, present the consolidated financial condition position of the Financial Reporting Party Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations as at such dates and cash flows for such monthly periodsthe respective periods indicated, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change subject in the consolidated businesscase of any such financial statements that are unaudited, operations or financial condition to normal audit adjustments, none of the Financial Reporting Party which shall be material. The Borrower and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does did not have, on as of the Annual Financial Statement Datedate 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 liabilities, direct material or indirect, fixed significant contingent liability or contingent, matured or unmatured, known or unknown, or liabilities liability for taxes, long-term leases lease or unusual forward or long-term commitments commitment that is not disclosed byreflected in the foregoing financial statements or the notes thereto in accordance with GAAP and that in any such case is material in relation to the business, or reserved against inoperations, said balance sheet and related statementsproperties, and at the present time there are no material unrealized or anticipated losses from any loansassets, advances financial or other commitments condition or prospects of the Financial Reporting Party except as heretofore disclosed to Buyer in writingBorrower and its Subsidiaries.

Financial Statements. The Financial Reporting Party has heretofore furnished Company (i) shall have delivered to Buyer a copy Parent audited financial statements as of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended ending July 2, 2005, (ii) shall have delivered to Parent the unqualified audit opinion from PricewaterhouseCoopers LLP (“PWC”) with respect to such financial statements, (iii) shall have filed such financial statements with the SEC as part of the Company’s Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries Report on Form 10-K for such fiscal yearyear end, setting and (iv) shall not have reported, and PWC shall not have reported, any findings of Material Weakness which have not been remediated prior to the date of completion of the items set forth in each case clauses (i)-(iii); provided however, that in comparative form the figures for event PWC or the previous yearCompany shall have reported any such findings of Material Weakness, if the Company (x) has delivered to Parent any notification of any findings of any Material Weakness or Significant Deficiency by either PWC or the Company, together with copies of all related reports and letters delivered in connection therewith promptly after preparation or receipt by the opinion thereon of an Approved CPA Company and (by) consolidated and consolidating balance sheet and either (1) has remediated all such Material Weaknesses prior to the consolidated and consolidating balance sheets date upon which all other conditions to Closing under Article 7 of its consolidated Subsidiaries for this Agreement have been satisfied or waived by the quarterly fiscal period parties, other than those conditions that by their terms are to be satisfied as of the Financial Reporting Party ended on Closing (the Monthly Financial Statement “Condition Date”), or (2) has used Commercially Reasonable Efforts to remediate all such Material Weaknesses prior to the Condition Date, and the related consolidated statements has presented to Parent a plan which provides for remediation of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal Material Weaknesses within a reasonable time period, setting forth in each case in comparative form which plan and period is approved by Parent following consultation with PWC, such approval not to be unreasonably withheld or delayed by Parent, then the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware subsection (iv) of any state of facts which (without notice or the lapse of timethis Section 7.2(e) would shall be reasonably likely to result in any such material adverse change or would be reasonably likely deemed to have a Material Adverse Effectbeen satisfied. The Financial Reporting Party does Upon written request by the Company, Parent shall at Parent’s expense engage an independent accounting firm of recognized standing to make an independent determination as to whether such approval of Parent should be given or withheld by Parent pursuant to the foregoing standard that such approval shall not havebe unreasonably withheld or delayed, which determination shall be dispositive and binding on Parent and the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingCompany.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer a copy of its the Lender (ai) the audited consolidated and consolidating balance sheet of the Borrower and the consolidated and consolidating balance sheets its Subsidiaries as of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date December 31, 2012 and the related consolidated statements of income income, shareholders’ equity and retained earnings and of cash flows for the Financial Reporting Party fiscal year then ended reported on by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries for such fiscal yearas of September 30, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2013, and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Fiscal Quarter and its consolidated Subsidiaries for such quarterly fiscal periodyear-to-date period then ending, setting forth in each case in comparative form the figures for the previous yearcertified by a Responsible Officer. All such Financial Statements are true and correct and Such financial statements fairly present, in all material respects, the consolidated financial condition position of the Financial Reporting Party Borrower and its Subsidiaries as of such date and the consolidated results of their operations as at such dates op­erations and cash flows for such monthly periods, all period in accordance conformity with GAAP applied on a consistent basisconsistently applied, subject, with respect to the unaudited financial statements, normal year-end adjustments and the absence of footnotes. Since the Annual Financial Statement DateSeptember 30, 2013, there has have been no material adverse change changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the consolidated businessaggregate, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The In addition, the Borrower has provided to the Lender copies of the Call Reports filed by its Financial Reporting Party does not haveInstitution Subsidiaries for the period ending September 30, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements2013, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments 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 Reporting Party except Institution Subsidiaries with any Governmental Authority is true and correct and is in accordance with the respective books of account and records of the Borrower and the Financial Institution Subsidiaries, and has been prepared in accordance with applicable banking regulations, rules and guidelines on a basis consistent with prior periods, and fairly and accurately presents, in all material respects, the financial condition of the Borrower and the Financial Institution Subsidiaries and their respective assets and liabilities and the results of their respective operations as heretofore disclosed to Buyer in writingof such date.

Financial Statements. The Financial Reporting Party Huntington has heretofore furnished previously made available to Buyer a copy Unizan copies of its (ai) the consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Huntington and its consolidated Subsidiaries for such fiscal yearas of December 31, setting forth in each case in comparative form the figures for the previous year2000, with the opinion thereon of an Approved CPA 2001 and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2002, and the related consolidated statements of income income, changes in shareholders’ equity and retained earnings and of cash flows for the Financial Reporting Party years then ended as reported in Huntington’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (as amended prior to the date hereof, the “Huntington 2002 10-K”) filed with the SEC under the Exchange Act, accompanied by the audit report of Ernst & Young LLP, independent public accountants with respect to Huntington, and (ii) the unaudited consolidated balance sheet of Huntington and its Subsidiaries as of September 30, 2002 and 2003, and the related consolidated Subsidiaries for such quarterly fiscal periodstatements of income, setting forth changes in each case shareholders’ equity and cash flows of the three and nine month periods then ended, as reported in comparative form the figures Huntington’s Quarterly Report on Form 10-Q for the previous yearquarterly period ended September 30, 2003 (the “Huntington 10-Q”). All such Financial Statements are true and correct and The December 31, 2002 consolidated balance sheet of Huntington (including the related notes, where applicable) fairly present, presents in all material respects, respects the consolidated financial condition position of the Financial Reporting Party Huntington and its Subsidiaries as of the date thereof, and the consolidated other financial statements referred to in this Section 4.6 (including the related notes, where applicable) fairly present in all material respects the results of their the consolidated operations and changes in shareholders’ equity and consolidated financial position of Huntington and its Subsidiaries for the respective fiscal periods or as at of the respective dates therein set forth, subject to normal year-end audit adjustments in amounts consistent with past experience in the case of unaudited statements; each of such dates statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and for with the published rules and regulations of the SEC with respect thereto; and each of such monthly periodsstatements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP consistently applied on a consistent basis. Since during the Annual Financial Statement Dateperiods involved, there has been no material adverse change except, in each case, as indicated in such statements or in the consolidated business, operations or financial condition notes thereto. The books and records of the Financial Reporting Party Huntington and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsbeen, and at the present time there are no being, maintained in all material unrealized or anticipated losses from respects in accordance with GAAP and any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingapplicable legal and accounting requirements and reflect only actual transactions.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy True and complete copies of its (a) the Acquired Company’s audited consolidated and consolidating financial statements consisting of the consolidated balance sheet of the Acquired Company and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date as at December 31, 2007 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow, for the year then ended (the “Acquired Audited Financial Reporting Party Statements”), and unaudited (but reviewed by the Acquired Company’s independent auditor) consolidated financial statements consisting of the balance sheet of the Acquired Company and its consolidated Subsidiaries for such fiscal year, setting forth as at December 31 in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Dateyears 2008 and 2009, and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the years then ended (the “Acquired Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Acquired Audited Financial Statements, setting forth the “Acquired Financial Statements”), are included in each case in comparative form the figures for the previous yearSeller Disclosure Schedule. All such The Acquired Financial Statements are true true, complete and correct and fairly presenthave been prepared in accordance with Luxembourg generally accepted accounting principles (“Lux GAAP”) applied on a consistent basis throughout the periods involved, subject, in all material respectsthe case of the Acquired Interim Financial Statements, to normal and recurring year-end adjustments (the consolidated effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Acquired Audited Financial Statements). The Acquired Financial Statements are based on the books and records of the Acquired Company and its Subsidiaries, and fairly present the financial condition of the Financial Reporting Party Acquired Company and its Subsidiaries as of the respective dates they were prepared and the consolidated results of their the operations of the Acquired Company and its Subsidiaries for the periods indicated. The consolidated balance sheet of the Acquired Company and its Subsidiaries as at such dates of December 31, 2009, is referred to herein as the “Acquired Balance Sheet” and for such monthly periods, all the date thereof as the “Acquired Balance Sheet Date.” Each of the Acquired Company and its Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingLux GAAP.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet Complete copies of MedMen and the consolidated and consolidating MedMen Subsidiaries’ audited financial statements consisting of the balance sheets of its consolidated MedMen and the MedMen Subsidiaries for as at June 30 in each of the fiscal year ended the Annual Financial Statement Date years 2018 and 2017 and the related consolidated statements of income and retained earnings earnings, shareholders’ equity and of cash flows flow for the years then ended (the “MedMen Annual Financial Reporting Party Statements”), and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form unaudited financial statements consisting of the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet of MedMen and the consolidated and consolidating balance sheets of its consolidated MedMen Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Dateas at September 30, 2018 and the related consolidated statements of income and retained earnings earnings, shareholders’ equity and of cash flows flow for the three month period then ended (the “MedMen Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Annual Financial Statements, setting forth the “MedMen Financial Statements”) have been delivered to ParentCo and MedMen. The Financial Statements have been prepared in each all material respects in accordance with IFRS applied on a consistent basis throughout the period involved, subject, in the case in comparative form of the figures for Interim Financial Statements, to normal and recurring year-end adjustments (the previous yeareffect of which will not be materially adverse) and the absence of notes. All such The Financial Statements are true based on the books and correct records of MedMen and the MedMen Subsidiaries, and fairly present, present the financial condition of MedMen and the MedMen Subsidiaries as of the respective dates they were prepared in and the results of the operations of MedMen and the MedMen Subsidiaries for the periods indicated in all material respects, the consolidated financial condition . The balance sheet of the Financial Reporting Party and its Subsidiaries MedMen and the consolidated results MedMen Subsidiaries as of their operations June 30, 2018 is referred to herein as at such dates the “MM Balance Sheet” and for such monthly periodsthe date thereof as the “MM Balance Sheet Date” and the balance sheet of MedMen and the MedMen Subsidiaries as of September 30, all 2018 is referred to herein as the “MM Interim Balance Sheet” and the date thereof as the “MM Interim Balance Sheet Date”. MedMen and the MedMen Subsidiaries maintain a standard system of accounting established and administered in accordance with GAAP applied on a consistent basisIFRS. Since MedMen has established and maintains disclosure controls and procedures and internal control over financial reporting to the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of degree necessary to avoid any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments Effect that is caused by inaccuracy of the Financial Reporting Party except as heretofore disclosed to Buyer in writingsuch reporting.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) Complete copies of audited consolidated and consolidating balance sheet and financial statements consisting of the consolidated and consolidating balance sheets of Moda and its consolidated Subsidiaries for Subsidiaries, and the fiscal year ended balance sheet of each Insurance Company, in each case, as of December 31 in each of the Annual Financial Statement Date years ending 2013, 2014 and 2015 and the related consolidated statements of income and retained earnings earnings, and of cash flows for the years then ended on such dates (each of the foregoing financial statements, including the notes thereto, are referred to collectively as the “GAAP/SAP Financial Reporting Party Statements”), and its unaudited financial statements consisting of the consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party Moda and its Subsidiaries and the consolidated balance sheets of each Insurance Company, in each case, as at March 31, 2016 and the related statements of operations and retained earnings and, in the case of the Insurance Companies, cash flows for the three (3)-month period then ended (the “Interim Financial Statements” and together with the GAAP/SAP Financial Statements, the “Financial Statements”) are included in the Seller Disclosure Schedule. The Financial Statements have been prepared in accordance with GAAP or applicable Statutory Accounting Principles, as applicable, applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse). The Financial Statements are based on the books and records of each of Moda and the Companies, as applicable, and fairly present the financial condition of the Companies as of the respective dates they were prepared and the results of their operations and their cash flows for each of the periods indicated. Sellers will receive a clean and unmodified audit opinion with respect to the GAAP/SAP Financial Statements prior to June 15, 2016. The consolidated balance sheets of Moda and its Subsidiaries and the balance sheet of each Insurance Company as at such dates of December 31, 2015 is referred to herein as the “Balance Sheet” and for such monthly periodsthe date thereof as the “Balance Sheet Date” and the consolidated balance sheets of Moda and its Subsidiaries and the balance sheet of each Insurance Company as of March 31, all 2016 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Moda and the Companies maintain a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingGAAP.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) United has previously made available to Continental copies of (i) the consolidated and consolidating balance sheet of United and the consolidated United Subsidiaries as of December 31, 2008 and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2009, and the related consolidated statements of operations, comprehensive income and retained earnings and of (loss), cash flows and stockholders’ equity for each of the three years in the period ended December 31, 2009, as reported in United’s Annual Report on Form 10-K for the Financial Reporting Party and its consolidated Subsidiaries fiscal year ended December 31, 2009, including any amendments thereto filed with the SEC prior to the Measurement Date, filed with the SEC under the Exchange Act, accompanied by the audit report of Deloitte & Touche LLP, the independent registered public accounting firm with respect to United for such quarterly fiscal periodperiods (such balance sheets and statements, setting forth in each case in comparative form the figures “Audited United Financial Statements”), and (ii) the unaudited consolidated balance sheet of United and the United Subsidiaries as of March 31, 2010 and the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders’ equity for the previous yearthree-month periods ended March 31, 2009 and 2010, as reported in United’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010, including any amendments thereto filed with the SEC prior to the Measurement Date (such balance sheets and statements, the “Unaudited United Financial Statements” and, together with the Audited United Financial Statements, the “United Financial Statements”). All such The consolidated balance sheets of United (including the related notes, where applicable) included in the United Financial Statements are true and correct and fairly present, present in all material respects, respects the consolidated financial condition position of United and the United Subsidiaries as of the Financial Reporting Party and its Subsidiaries dates thereof, and the consolidated other financial statements included in the United Financial Statements (including the related notes, where applicable) fairly present in all material respects the results of their the consolidated operations as at and changes in stockholders’ equity and cash flows of United and the United Subsidiaries for the respective fiscal periods therein set forth, subject, in the case of the Unaudited United Financial Statements, to normal year-end audit adjustments that are immaterial in nature and in amounts consistent with past experience; each of such dates statements (including the related notes, where applicable) complies in all material respects with the published rules and for such monthly periodsregulations of the SEC with respect thereto; and each of the United Financial Statements (including the related notes, where applicable) has been prepared in all material respects in accordance with GAAP generally accepted accounting principles in the United States (“GAAP”) consistently applied on a consistent basisduring the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Since the Annual Financial Statement DateTo United’s knowledge, there is no applicable accounting rule, consensus or pronouncement that has been no material adverse change in adopted by the consolidated businessSEC, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken Accounting Standards Board, the Emerging Issues Task Force or any similar body as a whole from that set forth of, but is not in said Financial Statements nor is Seller aware effect as of, the date of any state of facts which (without notice or the lapse of time) this Agreement that, if implemented, would reasonably be reasonably likely to result in any such material adverse change or would be reasonably likely expected to have a Material Adverse Effect. The Financial Reporting Party does not haveEffect on United (it being agreed that for purposes of this Section 3.6(a), on effects resulting from or arising in connection with the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments matters set forth in clause (vi) of the Financial Reporting Party except as heretofore disclosed definition of the term “Material Adverse Effect” shall not be excluded in determining whether a Material Adverse Effect on United would reasonably be expected to Buyer in writingoccur).

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) GETCO has made available to Knight (i) the audited consolidated statements of financial condition of GETCO as of December 31, 2009, 2010 and consolidating balance sheet 2011, and the audited consolidated statements of income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and consolidating balance sheets cash flows of GETCO and its consolidated Subsidiaries for the fiscal year years ended December 31, 2009, 2010 and 2011 (collectively, the Annual “GETCO Audited Financial Statement Date Statements”), and (ii) the unaudited consolidated statement of financial condition of GETCO and its Subsidiaries as of September 30, 2012 and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the nine-month period ended September 30, 2012 (collectively, the “GETCO Interim Financial Reporting Party Statements” and, together with the GETCO Audited Financial Statements, the “GETCO Financial Statements”). The GETCO Financial Statements (A) have been prepared from, and in accordance with, the books and records of GETCO and its consolidated Subsidiaries for such quarterly fiscal periodSubsidiaries, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and (B) fairly present, present in all material respectsrespects the consolidated results of statements of income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and the consolidated financial condition of the Financial Reporting Party GETCO and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments) and the consolidated results of their operations as at such dates and for such monthly periods, all (C) have been prepared in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2009, the books and records of GETCO and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of GETCO’s financial statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date of this Agreement, PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of GETCO as a result of or in connection with any disagreements with GETCO on a consistent basis. Since the Annual Financial Statement Datematter of accounting principles or practices, there has been no material adverse change in the consolidated business, operations financial statement disclosure or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice auditing scope or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingprocedure.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer a copy of its (a) consolidated the Lender the Consolidated and consolidating Consolidating balance sheet of the Borrower Affiliated Group as of December 31, 2004 and the consolidated related Consolidated and consolidating balance sheets Consolidating statements of its consolidated Subsidiaries income, changes in stockholders’ equity and cash flow of the Borrower Affiliated Group for the fiscal year ended then ended, and related footnotes, audited and certified by PricewaterhouseCoopers LLP. The Borrower has also furnished to the Annual Financial Statement Date and Lender the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating unaudited balance sheet and the consolidated and consolidating balance sheets statement of its consolidated Subsidiaries for the quarterly fiscal period income of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition Borrower Affiliated Group as of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periodsfiscal quarter ended September 30, all 2005, prepared in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Datesubject, there has been no material adverse change however, to normal, year-end audit adjustments that shall not in the consolidated businessaggregate be materially adverse (collectively, operations or financial condition the “Initial Financial Statement”). The Borrower has also furnished to the Lender an opening pro forma balance sheet in accordance with Section 3.1.12 (the “Pro Forma Financial Statement”). The Borrower has also furnished to the Lender the unaudited pro forma Consolidated and Consolidating projected balance sheets of the Financial Reporting Party Borrower Affiliated Group for the next 5 fiscal years, and its consolidated Subsidiaries taken related unaudited Consolidated and Consolidating projected statements of income, changes in stockholders’ equity and cash flow for the next 5 fiscal years, in each case prepared as a whole from that set forth if the Loans had been made and the Recapitalization Transaction had occurred as of the Closing Date. All such financial statements were prepared in said Financial Statements nor is Seller aware accordance with GAAP and present fairly in all material respects the financial position of any state the Borrower Affiliated Group as of facts which (without notice or such dates and the lapse results of time) would be reasonably likely to result in any the operations of the Borrower Affiliated Group for such material adverse change or would be reasonably likely to have a Material Adverse Effectperiods. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there There are no material unrealized liabilities, contingent or anticipated losses from otherwise, not disclosed in any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingsuch financial statements.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of (a) the audited consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date as of December 31, 2016 and December 31, 2015 and the related audited consolidated statements of income income, shareholders’ equity, and retained earnings and of cash flows for of the Financial Reporting Party Borrower and its consolidated Subsidiaries for such each of the fiscal yearyears of the Borrower then ended, setting forth in each case in comparative form accompanied by the figures for the previous year, with the opinion report thereon of an Approved CPA PricewaterhouseCoopers LLP and (b) the unaudited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of the Borrower and its consolidated Subsidiaries for the quarterly fiscal period as of the Financial Reporting Party ended on the Monthly Financial Statement DateSeptember 30, 2017, June 30, 2017 and March 31, 2017, and the related unaudited consolidated statements of income income, shareholders’ equity and retained earnings and of cash flows for of the Financial Reporting Party Borrower and its consolidated Subsidiaries for such quarterly each of the fiscal periodquarters then ended (clauses (a) and (b) collectively, setting forth in each case in comparative form the figures for the previous year“Historical Financial Statements”). All such Financial Statements are true and correct financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present, present in all material respects, respects the consolidated financial condition position of the Financial Reporting Party Borrower and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations as at such dates and cash flows for such monthly periodsthe respective periods indicated, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change subject in the consolidated businesscase of any such financial statements that are unaudited, operations or financial condition to the absence of footnotes and normal year-end audit adjustments, none of which shall be material. The Borrower has furnished to the Administrative Agents and the Lenders complete and correct copies of the Financial Reporting Party pro forma consolidated balance sheet as of September 30, 2017 and the pro forma consolidated statements of operations for year ended September 30, 2017, in each case of the Borrower and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said pro forma balance sheet and related statementsstatements of operations, and the “Pro Forma Financial Statements”), which have been prepared giving effect to the Transactions as if such transactions had occurred on such date or at the present time there are no material unrealized or anticipated losses from any loansbeginning of such period, advances or other commitments as the case may be. The Pro Forma Financial Statements have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the Financial Reporting Party except as heretofore disclosed to Buyer in writingdate of delivery thereof.

Financial Statements. (a) The Financial Reporting Party has Borrowers have heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating Lenders Consolidated balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party of Jitney Jungle and its consolidated Subsidiaries for such fiscal yearConsolidated subsidiaries dated as of May 3, setting forth in each case in comparative form the figures for the previous year, with 1997 audited by and accompanied by the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating Deloitte & Touche, its independent public accountants. Such balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for present fairly the Financial Reporting Party Consolidated financial condition and results of operations of Jitney Jungle and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition subsidiaries as of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for the periods indicated, and such monthly periods, balance sheets and the notes thereto disclose all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirectcontingent, fixed of Jitney Jungle and its subsidiaries, as of the dates thereof to the extent such material liabilities are required to be disclosed under generally accepted accounting principles. The Borrowers have heretofore furnished to the Lenders unaudited Consolidated balance sheets and statements of income and cash flows of Jitney Jungle and its Consolidated subsidiaries dated as of July 26, 1997, for the twelve-week fiscal period of Jitney Jungle ending on such date. Such unaudited balance sheets and statements of income and cash flows present fairly the Consolidated financial condition and results of operations of Jitney Jungle and its subsidiaries as of the dates and for the periods indicated, and such balance sheets and the notes thereto disclose all material liabilities, direct or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet of Jitney Jungle and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments its subsidiaries as of the Financial Reporting Party except as heretofore disclosed dates thereof. The financial statements referred to Buyer in writingthis Section 4.07(a) have been prepared in accordance with generally accepted accounting principles consistently applied (with respect to the twelve-week financial statements only, subject to year-end adjustments).

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated Seller acknowledges that full carve out audited financial statements are not available for the subject properties and consolidating balance sheet that full carve out financial statements are impracticable for Seller to prepare. Seller will deliver a letter to Buyer at closing stating that full carve out audited financial statements are not available and are impracticable for Seller to prepare. Seller will prepare statements of revenues and direct operating expenses and supplemental reserve disclosures including proved reserve tables and the consolidated standardized measure of discounted cash flows as required by the Securities Exchange Commission (“SEC”) by Buyer pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and consolidating balance sheets that such statements of its consolidated Subsidiaries for revenues and direct operating expenses will be audited so that they comply with the fiscal year ended requirements of a registration statement under the Annual Financial Statement Date Securities Act, report or other filing under the Exchange Act and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that rules set forth in said Regulation S-X. As soon as practicable, but no later than February 21, 2014 at 5:00 p.m. Central Standard Time, Seller will have prepared and will deliver, at Buyer’s expense, audited statements of revenues and direct operating expenses applicable to the Assets for the calendar year 2012, along with unaudited interim quarterly periods for the first three quarters of 2012 and 2013. Seller shall deliver or cause to be delivered, to Seller’s auditor such representation letters, in form and substance customary for representation letters provided to external audit firms by Seller (if the financial statements are subject of an audit or are the subject of a review pursuant to Statements of Accounting Standards 100 (Interim Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would Information)), as may be reasonably likely requested by Seller’s Auditor, with respect to result in any such material adverse change or would be reasonably likely the statement of revenues and direct operating expenses. Also by February 21, 2014, Seller will have prepared and delivered, at Buyer’s expense, a separate unaudited statement of revenues and direct operating expenses applicable to have a Material Adverse Effect. The Financial Reporting Party does not havethe Assets for the partial interim quarterly period for the fourth quarter of 2013, (i.e., beginning on October 1, 2013 and ending with the Annual Financial Statement DateClosing Date of December 30, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements2013), and at for the present time there are no material unrealized or anticipated losses from fourth quarter of 2012, and any loansother financial information necessary to comply with the requirements of a registration statement under the Securities Act, advances report or other commitments filing under the Exchange Act and the rules set forth in Regulation S-X (the “Financial Statements”). In addition, by January 31, 2014, Seller shall provide Buyer with lease operating statements for the fourth quarter of 2013. Seller shall cooperate with, assist, and provide relevant information to, Tag Along Rights holders who elect to sell Tag Along Assets and any non-operators of the Financial Reporting Party except as heretofore disclosed Assets who elect to sell their non-operating interests to Buyer in writingthe preparation of such Tag Along Rights holders’ or non-operators’ Financial Statements.

Financial Statements. The Financial Reporting Party AmeriDyne has heretofore furnished made available to Buyer a copy of its Contour: (ai) consolidated and consolidating the balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date AmeriDyne as of April 30, 1995, and the related consolidated statements statement of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form year then ended; (ii) the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period AmeriDyne as of the Financial Reporting Party ended on the Monthly Financial Statement DateApril 30, 1994, and the related consolidated statements statement of income and retained earnings and of cash flows for the Financial Reporting Party year then ended; (iii) the balance sheet of AmeriDyne as of April 30, 1993, and its consolidated Subsidiaries the related statement of income and retained earnings for such quarterly fiscal periodthe year then ended (the "1993 Statements"), setting forth including in each case in comparative form the figures notes thereto, all of which have been audited by Cowart & Rich with txx xxxeption of the 1993 Statements; and (iv) the unaudited balance sheet of AmeriDyne as of January 31, 1996, and the related statement of income and retained earnings for the previous yearnine-month period then ended, including the notes thereto. All such of the foregoing financial statements are hereinafter collectively referred to as the "AmeriDyne Financial Statements" and the balance sheet as of January 31, 1996 is hereinafter referred to as the "AmeriDyne Balance Sheet." The books and records of AmeriDyne are maintained on an accrual basis, and the AmeriDyne Financial Statements have been prepared from, and are true and correct and fairly present, in all material respectsaccordance with, the consolidated books and records of AmeriDyne and present fairly the financial condition position and results of operations of AmeriDyne as of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periodsthe periods indicated, all in accordance each case, in conformity with GAAP applied on a consistent basisgenerally accepted accounting principles, consistently applied. Since As of the Annual Financial Statement Closing Date, there AmeriDyne has been no material adverse change liability or obligation of any nature whatsoever, whether accrued, absolute, contingent or otherwise, other than (x) current liabilities and obligations which are recurring in nature and not overdue on their terms, (y) liabilities and obligations reflected and adequately provided for on the AmeriDyne Balance Sheet and (z) liabilities and obligations arising in the consolidated business, operations or financial condition ordinary course of business of AmeriDyne since the date of the AmeriDyne Balance Sheet. The AmeriDyne Disclosure Letter sets forth a true and complete list of all loss contingencies (within the meaning of Statement of Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth Accounting Standards No. 5) of AmeriDyne exceeding $5,000 in said Financial Statements nor is Seller aware the case of any state single loss contingency or $10,000 in the case of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingall loss contingencies.

Financial Statements. The Financial Reporting Party has heretofore furnished HYDRA will deliver to Buyer a copy of its IVOI: (ai) consolidated and consolidating on the date hereof, the unaudited balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date HYDRA as of September 30, 2010 and the related consolidated statements of income and retained earnings and of changes in financial position or cash flows flows, as appropriate, for the period then ended (the “Unaudited 2010 HYDRA Financial Reporting Party Statements”, (ii) on the date hereof, a comfort letter from HYDRA’s independent registered public accounting firm confirming that the Unaudited 2010 HYDRA Financial Statements follow GAAP and its that no significant changes have occurred since the last unaudited financial statements dated December 31, 2009 were prepared that have been consolidated Subsidiaries into the audited financial statements of HYDRA’s parent, American Security Resources Corporation, (iii) five business days prior to the Closing Date, HYDRA will deliver to IVOI the audited balance sheet of HYDRA as of December 31, 2010 and the related statements of income and changes in financial position or cash flows, as appropriate, for the period then ended (the “Audited 2010 HYDRA Financial Statements”) (all such fiscal financial statements, including the Audited 2010 HYDRA Financial Statements, the Unaudited 2010 HYDRA Financial Statements, are hereinafter collectively referred to as the “HYDRA Financial Statements”). The HYDRA Financial Statements: (i) were compiled from the books and records of HYDRA regularly maintained by management and used to prepare the financial statements of HYDRA, (ii) were prepared in accordance with GAAP consistently applied throughout the period then ended and all periods prior to that period; and (iii) present fairly and accurately the financial condition of HYDRA for the period or as of the dates thereof, subject, where appropriate, to normal year-end audit adjustments, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP consistently applied on a consistent basis. Since during the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingperiod covered.

Financial Statements. TBS has delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the year ended December 31, 1996 and for the nine months ended September 30, 1997, and the related statements of income, retained earnings and cash flows as well as the notes thereto and with respect thereto such statements have been audited by Price Waterhouse for the said periods then ended. TBS has also delivered to MCSC true, complete, accurate and correct copies of TBS's balance sheets for the years ended December 31, 1995 and 1994 and the related statements of income, retained earnings and cash flows, as well as the notes thereto and with respect thereto such statements have been reviewed by Xxxxx & Company, Morgan Hill, California. The audited financial statements and the reviewed financial statements described above are referred hereto as the "Annual Financial Reporting Party Statements." TBS has heretofore furnished delivered to Buyer MCSC a true, correct, complete and accurate copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income income, retained earnings, and retained earnings and of cash flows for the month ended October 31, 1997 (the "Interim Financial Reporting Party Statements"). The Annual Financial Statements and its consolidated Subsidiaries for such fiscal yearInterim Financial Statements are collectively referred to herein as the "Financial Statements." The Financial Statements present fairly the financial condition, setting forth in each case in comparative form the figures for the previous yearresults of operations, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of changes in cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as TBS at such dates and for such monthly periods, all periods in accordance with GAAP consistently applied during the periods indicated. The statements of income included in the Financial Statements do not contain any items of special or non-recurring income or expense or any other income not earned or expense not incurred in the ordinary course of business except as expressly specified therein, and such Financial Statements include all adjustments (including all normal recurring accruals for unusual or non-recurring items) considered necessary for a fair presentation, and no adjustments or restatements are or will be necessary in respect of any items of an usual or non-recurring nature, except as expressly specified herein. Except as described on a consistent basis. Since the Annual such Financial Statement Date, Statements there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result by TBS in any such material adverse change method of accounting or would be reasonably likely keeping of its books of account or accounting practices for the thirty-three (33) month period ended on September 30, 1997. TBS shall continue to have a Material Adverse Effect. The Financial Reporting Party does not haveprovide to MCSC unaudited balance sheets, on statements of income and cash flows within fifteen (15) calendar days after the Annual Financial Statement Date, any liabilities, direct end of each month prior to the Closing or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments termination of the Financial Reporting Party except as heretofore disclosed to Buyer in writingthis Agreement.

Financial Statements. The Financial Reporting Party has heretofore furnished Reference is made to Seller's (i) financial statements for the years ending December 31, 1998 and 1997 (the "Annual Statements") , (ii) interim statement for the period of January 1 through July 31, 1999 (the "Interim Statement") and (iii) the monthly interim financial statements to be delivered by Seller to Buyer a copy of its pursuant to SECTION 7.3 hereof (a) consolidated and consolidating balance sheet the "SECTION 7.3 Statements"). The Annual Statements, Interim Statement and the consolidated SECTION 7.3 Statements are referred to collectively as the "Financial Statements." The Annual Statement and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Interim Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Dateare attached hereto as EXHIBIT 9, and the related consolidated statements of income and retained earnings and of cash flows for SECTION 7.3 Statements shall be attached to the updated Disclosure Statement as an exhibit. Seller shall cause the Financial Reporting Party Statements to be formatted to report on the Business separately from all other activities of Seller, such format to be made by including three columns. The first column will report Seller's amounts on the Financial Statements; the second column will report adjustments of amounts which are not related to the Business, and its consolidated Subsidiaries for the third column will report amounts applicable solely to the Business net of such quarterly fiscal periodadjustments. Except as described on the Disclosure Schedule, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements have been prepared in conformance with [modified accrual basis] applied on a consistent basis throughout the entire periods covered thereby; are true and true, correct and fairly present, complete in all material respects; and are consistent with the books and records of Seller (which books and records are true, correct and complete in all material respects). The Financial Statements fully and accurately reflect the consolidated assets, liabilities, cash flow, results of operations and financial condition of the Financial Reporting Party Business as of the date of the respective statements; the Business has been run only in the normal and its Subsidiaries ordinary course since such date; and the consolidated results of their operations as at such dates and for such monthly periodssince January 1, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date1999, there has been no material adverse change in the consolidated business, operations accounting methods or financial condition of practices followed by Seller or any change in the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice amortization policies or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingrates theretofore adopted by Seller.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy True and complete copies of its (ai) the audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings expenses, members’ equity, and of cash flows of the Business for each of the Financial Reporting Party two fiscal years ended as of December 31, 2011 and its consolidated Subsidiaries for such fiscal yearDecember 31, setting forth in each case in comparative form 2010, together with all related notes and schedules thereto, accompanied by the figures for the previous year, with the opinion reports thereon of an Approved CPA and the Transferor’s accountants (bthe “Transferor Audited Financial Statements”); (ii) the audited consolidated and consolidating balance sheet and the related consolidated statement of income and consolidating balance sheets expenses, members’ equity, and cash flows of its consolidated Subsidiaries for the Business as of the quarterly fiscal period of ended March 31, 2011; (iii) the Financial Reporting Party ended on the Monthly Financial Statement Date, unaudited consolidated balance sheet and the related consolidated statements statement of income and retained earnings expenses, stockholders’ equity, and of cash flows of the Business for the quarterly period ended March 31, 2011, which have been reviewed by SFX’s Accountants; and (iv) for each of 2012 and 2011, the unaudited year-to-date period ended on the last day of the full calendar month immediately preceding the Closing, together with all related notes and schedules thereto accompanied by the reports thereon of the Transferor’s accountants (the “Transferor Interim Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal periodStatements” and, setting forth in each case in comparative form together with the figures for Transferor Audited Financial Statements, the previous year“Transferor Financial Statements”) have been delivered or will be delivered by the Transferors to Parent, subject to completion by SFX’s Accountant, at Acquiring Parties’ cost. All such The Transferor Financial Statements are true (A) were prepared in accordance with the books of account and correct and other financial records of the Transferors, (B) present fairly present, in all material respects, the consolidated financial condition and results of operations of the Financial Reporting Party and its Subsidiaries and Transferors as of the consolidated results of their operations as at such dates and thereof or for such monthly periodsthe periods covered thereby, all (C) have been prepared in accordance with GAAP applied on a basis consistent basis. Since with the Annual Financial Statement Date, there has been no material adverse change in past practices of the Transferors and (D) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated business, operations or financial condition of the Financial Reporting Party Transferors and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments results of the Financial Reporting Party except operations of the Transferor as heretofore disclosed to Buyer in writingof the dates thereof or for the periods covered thereby.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer a copy each of its the Banks: (a) the pro forma consolidated balance sheet of the Borrower and consolidating its Subsidiaries and of the Guarantor as of the Balance Sheet Date and their related consolidated statements of income, changes in stockholder equity and cash flows for the fiscal year then ended, certified by an Authorized Officer of the Borrower and the Guarantor, as applicable, (b) a pro forma consolidated balance sheet and a pro forma consolidated statement of income and cash flows of the Borrower and its Subsidiaries and of the Guarantor for each of the fiscal quarters of the Borrower ended since the Balance Sheet Date certified by an Authorized Officer of the Borrower and the Guarantor, as applicable, to have been prepared in accordance with generally accepted accounting principles consistent with those used in the preparation of the annual statements delivered pursuant to subsection (a) above and to fairly present the financial condition of 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 consolidating balance sheets its Subsidiaries and the Guarantor and an unaudited statement of its consolidated Subsidiaries Net Operating Income for each parcel of Real Estate for the fiscal year ended December 31, 1996, satisfactory in form to the Annual Financial Statement Date Majority Banks and certified by an Authorized Officer of the Borrower and the related consolidated statements of Guarantor, as applicable, as fairly presenting the operating income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures parcels for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating such periods. Such balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income income, stockholder's equity and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth have been prepared in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct accordance with generally accepted accounting principles and fairly present, in all material respects, present the consolidated financial condition of the Financial Reporting Party Borrower and its Subsidiaries and the consolidated results Guarantor as of their operations as at such dates and the results of the operations of the Borrower and its Subsidiaries and the Guarantor for such monthly periods. There are no liabilities, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Datecontingent or otherwise, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and Borrower or any of its consolidated Subsidiaries taken as a whole from that set forth or the Guarantor involving material amounts not disclosed in said Financial Statements nor is Seller aware of any state of facts which (without notice or financial statements and the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingnotes thereto.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements Attached hereto as Exhibit E are true and correct copies of (i) the audited consolidated balance sheets and fairly presentrelated statements of income, cash flows and changes in all material respects, the consolidated financial condition stockholders' equity of the Financial Reporting Party Miracle Industries and its Subsidiaries as at December 31, 1994, 1995 and 1996 and for the year periods then ended and the consolidated results unaudited financial statements of their operations such entities as at such dates June 30, 1997 and for such monthly periodsthe six month period then ended, all and (ii) the unaudited balance sheets and related statements of income, cash flows and changes in members' equity of each of Hydro-Spray and Indy Ventures as at December 31, 1994, 1995 and 1996 and for the year periods then-ended to the extent applicable (collectively, the "Miracle Industries Financial Statements"). All of the Miracle Industries Financial Statements have been prepared in accordance with GAAP applied in a manner consistent with each other and the books and records of Miracle Industries and its Subsidiaries, and fairly present in all material respects the financial condition and results of operations of Miracle Industries and its Subsidiaries at the dates and for the periods indicated therein. The regular books of account of Miracle Industries and its Subsidiaries fairly and accurately reflect all material transactions involving Miracle Industries and its Subsidiaries, are true, correct and complete and have been prepared in accordance with GAAP and on a basis consistent basiswith the Financial Statements. Since All of the Annual Financial Statement Dateaccounts receivable of Hydro-Spray reflected on the books and records of Hydro-Spray arose from bona fide, there has been no material adverse change arms-length transactions in the consolidated ordinary course of business, operations goods sold by Hydro-Spray and are not subject to any counterclaim, deduction, right of set off, set off or financial condition recoupment, and will be collectible in the ordinary course of business in the aggregate face amounts thereof subject to the reserves set forth on the Miracle Industries Financial Statements. All of the Financial Reporting Party inventories reflected on the books and its consolidated Subsidiaries taken as records of Hydro-Spray are of a whole from that set forth quality and quantity which are good and marketable, and are saleable in said Financial Statements nor is Seller aware the ordinary course of any state of facts business at prices which (without notice or the lapse of time) would be reasonably likely to will result in any Hydro-Spray realizing gross profits on such material adverse change or would be reasonably likely to have a Material Adverse Effectsales consistent with the gross profits of Hydro-Spray reflected in the Miracle Industries Financial Statements. The Financial Reporting Party does not have, cost of all inventories reflected on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, longbooks and records of Hydro-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer Spray have been valued in writing.accordance with GAAP. SECTION 8.9

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy True and complete copies of its (a) Buyer’s audited consolidated and consolidating financial statements consisting of the consolidated balance sheet of Buyer and its Subsidiaries as at December 31 in each of the consolidated years 2007 and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date 2008 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow, for the years then ended (the “Buyer Audited Financial Reporting Party Statements”), and unaudited consolidated financial statements consisting of the balance sheet of Buyer and its consolidated Subsidiaries for such fiscal yearas at September 30, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2009, and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the nine-month period then ended (the “Buyer Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with Buyer Audited Financial Statements, setting forth the “Buyer Financial Statements”), are included in each case in comparative form the figures for the previous yearBuyer Disclosure Schedule. All such Buyer Financial Statements are true true, complete and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP United States generally accepted accounting principles (“US GAAP”) applied on a consistent basis. Since basis throughout the Annual Financial Statement Dateperiods involved, there has been no material adverse change subject, in the consolidated businesscase of Buyer Interim Financial Statements, operations or 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 Buyer Audited Financial Statements). Buyer Financial Statements are based on the books and records of Buyer and its Subsidiaries, and fairly present the financial condition of the Financial Reporting Party Buyer and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state the respective dates they were prepared and the results of facts which (without notice or the lapse operations of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse EffectBuyer and its Subsidiaries for the periods indicated. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said consolidated balance sheet of Buyer and related statementsits Subsidiaries as of December 31, 2008, is referred to herein as the “Buyer Balance Sheet” and at the present time there are no material unrealized or anticipated losses from any loansdate thereof as the “Buyer Balance Sheet Date” and the consolidated balance sheet of Buyer and its Subsidiaries as of September 30, advances or other commitments 2009, is referred to herein as the “Buyer Interim Balance Sheet” and the date thereof as the “Buyer Interim Balance Sheet Date.” Each of the Financial Reporting Party except as heretofore disclosed to Buyer and its Subsidiaries maintains a standard system of accounting established and administered in writingaccordance with US GAAP.

Financial Statements. The Financial Reporting Party Borrower Representative has heretofore furnished to Buyer a copy the Lender complete and correct copies of its (ai) consolidated and consolidating balance sheet and the consolidated and consolidating audited balance sheets of Peak Resorts and its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date Fiscal Year ending March 31, 2007, and the related consolidated statements of income income, shareholder’s equity, and retained earnings and of cash flows, and, as applicable, changes in financial position or cash flows for such Fiscal Year, and the Financial Reporting Party notes to such financial statements, reported upon by Xxxxx & Company, PC, certified public accountants, and (ii) the internal unaudited balance sheets of Peak Resorts and its consolidated Subsidiaries for such fiscal yearthe Fiscal Quarter ending March 31, setting forth in each case in comparative form 2007, and the figures related statements of income and shareholder’s equity for the previous yearFiscal Quarter then ended, certified by an executive officer of the Borrower Representative. All such financial statements: (a) have been prepared in accordance with the opinion thereon of an Approved CPA GAAP, applied on a consistent basis (except as stated therein) and (b) consolidated and consolidating balance sheet and fairly present in all material respects the consolidated and consolidating balance sheets financial condition of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Peak Resorts and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form as of the figures respective dates thereof and the results of operations for the previous year. All such Financial Statements are true and correct and fairly presentrespective fiscal periods then ending, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change subject in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware case of any state such financial statements which are unaudited, to the absence of facts any notes to such financial statement and to normal audit adjustments, none of which (without notice are known to or the lapse of time) would could reasonably be reasonably likely expected to result in any such material adverse change or would be reasonably likely to have involve a Material Adverse Effect. The Financial Reporting Party does No Borrower has experienced, nor has any Subsidiary thereof experienced, an event or circumstance that would have a Material Adverse Effect since the March 31, 2007 financial statements, nor has there been any material change in any Borrower’s or any of its Subsidiaries’ accounting procedures used therein. Peak Resorts and its consolidated Subsidiaries did not haveas of March 31, 2007, and will not as of the Closing Date, after giving effect to the Loan made on the Annual Financial Statement Closing Date, have any material contingent liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for taxes, long-term leases or unusual and material forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loansunfavorable commitments, advances except those reflected in such financial statements or other commitments of the Financial Reporting Party except as heretofore Note thereto in accordance with GAAP or, to the extent not required to be reflected by GAAP, are disclosed to Buyer in writingthe Disclosure Schedule.

Financial Statements. The Financial Reporting Party has Guarantor and PMC have heretofore each furnished to Buyer a copy of its their (a) consolidated and consolidating balance sheet and (and, in the consolidated and consolidating case of Guarantor only, consolidating) balance sheets and statements of its income of their consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date ending December 31, 2016 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party each of PMC and its Guarantor and their respective consolidated Subsidiaries for such fiscal year, setting forth for the consolidated Financial Statements only, in each case in comparative form form, the figures for the previous year, with the opinion thereon of an Approved CPA Deloitte & Touche LLP, and (b) consolidated and consolidating balance sheet and (and, in the consolidated and consolidating case of Guarantor only, consolidating) balance sheets and statements of its income of their consolidated Subsidiaries for the quarterly fiscal period such monthly periods of the Financial Reporting Party ended on the Monthly Financial Statement Dateeach of PMC and Guarantor up until September 30, 2016 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party each of PMC and its Guarantor and their respective consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearmonthly periods. All such Financial Statements financial statements are true complete and correct and fairly present, in all material respects, the consolidated and consolidating financial condition of the Financial Reporting Party each of PMC and its Guarantor and their respective Subsidiaries and the consolidated and consolidating results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement DateDecember 31, 2016, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party PMC, Guarantor and its their respective consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements financial statements nor is Seller PMC or Guarantor aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to or could result in any such material adverse change or would be reasonably likely to could have a Material Adverse Effect. The Financial Reporting Party does not haveNeither PMC nor Guarantor has, on the Annual Financial Statement DateDecember 31, 2016 any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party either PMC or Guarantor except as heretofore disclosed to Buyer in writing.

Financial Statements. The Financial Reporting Party has heretofore furnished (i) So long as EXLP (or an EXLP Affiliate) is the Manager, the Manager shall deliver (or shall cause EXLP to Buyer deliver) to the Indenture Trustee a copy of its (ax) unaudited quarterly consolidated income statements and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Manager and its consolidated Subsidiaries for such within sixty (60) days of the end of each fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA quarter and (by) annual consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period financial statements of the Financial Reporting Party ended on Manager, audited by its regular Independent Accountants, within one hundred twenty (120) days of the Monthly Financial Statement Date, and the related consolidated statements end of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly each fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all statements shall be prepared in accordance with GAAP applied GAAP; provided, however, that the Manager shall be deemed to have furnished the information required by this Section 9.1(a) if EXLP shall have timely made the same available on a consistent basis“XXXXX” and/or on its home page on the worldwide web (at the date of this Agreement located at xxxx://xxx.xxxxxxxx.xxx); provided, further, however, that if any Series Enhancer or the Indenture Trustee is unable to access XXXXX or EXLP’s home page on the worldwide web or is unable to access such information from such sources, the Manager agrees to provide such Series Enhancer or the Indenture Trustee, as the case may be, with paper copies of the information required to be furnished pursuant to this Section 9.1(a) promptly following notice from such Series Enhancer or the Indenture Trustee, as the case may be. Since Information required to be delivered pursuant to this Section 9.1(a) shall be deemed to have been delivered on the Annual Financial Statement Date, there date on which the Manager provides notice to each Series Enhancer and the Indenture Trustee that such information has been posted on “XXXXX” or EXLP’s website or another website identified in such notice and accessible by each Series Enhancer or the Indenture Trustee without charge (and the Manager hereby agrees to provide such notice). In the event that EXLP is no material adverse change in longer required to file quarterly or annual reports with the consolidated business, operations SEC or financial condition any successor agency pursuant to Section 13 or 15(d) of the Financial Reporting Party Exchange Act, the Manager agrees to provide each Series Enhancer and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments Indenture Trustee with paper copies of the Financial Reporting Party except information required to be furnished pursuant to this Section 9.1(a) when and as heretofore disclosed if EXLP was required to Buyer in writing.file such quarterly and annual reports with the SEC or any successor agency pursuant to Section 13 or 15(d) of the Exchange Act, and

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Complete copies of the consolidated audited financial statements of UGC and its (a) consolidated and consolidating subsidiaries consisting of the balance sheet as at December 31 in each of the years 2019 and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date 2020 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the years then ended (the “Audited Financial Reporting Party Statements”), and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form unaudited financial statements consisting of the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateBusiness as at November 30, 2021 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the eleven (11) month period then ended (the “Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Audited Financial Statements, setting forth the “Financial Statements”) are included in each case in comparative form the figures for the previous yearDisclosure Schedules. All such The Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since basis throughout the Annual Financial Statement Dateperiods involved, there has been no material adverse change subject, in the case of the Interim Financial Statements, to normal and recurring month-end adjustments (the effect of which will not be materially adverse) and except as set forth in Schedule 4.04, the absence of notes (that, if presented, would not differ materially from those presented in the Audited Financial Statements). The Audited Financial Statements are based on the Books and Records of UGC and its subsidiaries and fairly present the consolidated businessfinancial condition of UGC and its subsidiaries as of the respective dates they were prepared and the consolidated results of the operations of UGC and its subsidiaries for the periods indicated. The Interim Financial Statements are based on the Books and Records of the Business, operations or and fairly present the financial condition of the Financial Reporting Party Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated. The consolidated balance sheet of UGC and its consolidated Subsidiaries taken subsidiaries as a whole from that of December 31, 2020, is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of November 30, 2021, is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Except as set forth in said Financial Statements nor is Seller aware Schedule 4.04, UGC maintains a standard system of any state of facts which (without notice or accounting for the lapse of time) would be reasonably likely to result Business established and administered in any such material adverse change or would be reasonably likely to have a Material Adverse Effectaccordance with GAAP. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.‌

Financial Statements. The Financial Reporting Party has heretofore furnished Certain Representations and Warranties -------------------------------------------------------------------------- of Tenant. Subject to Buyer a copy the restrictions set forth in Section 9.5 (b), from time --------- to time as requested by Landlord, Tenant shall provide to Landlord, any actual or potential mortgagee and any actual or potential ground lessor or any representative of any of the foregoing, copies of Tenant's (and any Guarantor's) annual financial statements (audited or reviewed, if available) and quarterly financial statements, all certified as true and correct by the president or chief financial officer of Tenant (or any Guarantor, as applicable) and such other information regarding Tenant's (and, any Guarantors) financial condition as Landlord may reasonable request. Tenant represents and warrants to Landlord, its successors and assigns that: (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated all financial statements of income Tenant and/or any Guarantor previously provided to Landlord have been prepared in accordance with GAAP, were true, complete and retained earnings correct as of their respective dates and fairly and accurately reflect the financial condition of cash flows for the Financial Reporting Party Tenant and its consolidated Subsidiaries for such fiscal yearany Guarantor, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of Tenant and/or any Guarantor subsequent to the Financial Reporting Party date(s) of such financial statements; (c) all financial statements of Tenant and/or any Guarantor provided to Landlord after the date hereof will be prepared in accordance with GAAP, will be true, complete and its consolidated Subsidiaries taken correct as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or their respective dates and will fairly and accurately reflect the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments financial conditions of the Financial Reporting Party except as heretofore disclosed Tenant and any Guarantor, (d) Tenant is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (e) Tenant is qualified to Buyer do business in writingthe Commonwealth of Massachusetts; (f) the execution, delivery and performance of this Lease by Tenant has been duly authorized by the shareholders and directors of Tenant; and (g) this Lease is valid and binding upon the Tenant and is enforceable against Tenant in accordance with the terms hereof.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer a copy of its Agent: (a) the unaudited consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of the consolidated and consolidating balance sheets close of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement business on Balance Sheet Date and the related unaudited consolidated statements statement of income and retained earnings and cash flow as of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearclose of business on Balance Sheet Date certified by the chief financial officer, setting forth in each case in comparative form treasurer or other senior financial officer of the figures for the previous yearREIT reasonably acceptable to Agent, with the opinion thereon of an Approved CPA and (b) consolidated as 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 consolidating 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 Guarantors, if any, and the Real Estate (including, without limitation, the Unencumbered Properties). Such balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth have been prepared in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct accordance with GAAP and fairly present, present in all material respects, respects the consolidated financial condition of the Financial Reporting Party Borrower and its Subsidiaries as of such dates and the consolidated results of their the operations as at such dates of the Borrower and its Subsidiaries for such monthly periods, all in accordance with GAAP applied on a consistent basissubject to normal year-end audit adjustments and the absence of footnotes. Since the Annual Financial Statement DateThere are no liabilities, there has been no material adverse change in the consolidated businesscontingent or otherwise, operations or financial condition of the Financial Reporting Party and Borrower or any of its consolidated Subsidiaries taken as a whole from involving material amounts that set forth are required by GAAP to be disclosed in such financial statements that are not disclosed in said Financial Statements nor is Seller aware of any state of facts which (without notice or financial statements and the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingnotes thereto.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy True and complete copies of its (a) the Buyer’s audited consolidated and consolidating financial statements consisting of the consolidated balance sheet of the Buyer and its Subsidiaries as at June 30 in each of the consolidated years 2008 and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date 2009 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow, for the years then ended (the “Buyer Annual Financial Reporting Party Statements”), and unaudited consolidated financial statements consisting of the balance sheet of the Buyer and its consolidated Subsidiaries for such fiscal yearas at March 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2010, and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the nine-month period then ended (the “Buyer Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Buyer Annual Financial Statements, setting forth the “Buyer Financial Statements”), are included in each the Buyer Disclosure Schedule. The Buyer Financial Statements have been prepared in accordance with GAAP US applied on a consistent basis throughout the periods involved, subject, in the case of the Buyer 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 comparative form the figures for the previous yearBuyer Annual Financial Statements). All such The Buyer Financial Statements are true based on the books and correct records of the Buyer and its Subsidiaries, and fairly present, in all material respects, present the consolidated financial condition of the Financial Reporting Party Buyer and its Subsidiaries as of the respective dates they were prepared and the results of the operations of the Buyer and its Subsidiaries for the periods indicated. The consolidated balance sheet of the Buyer and its Subsidiaries as of June 30, 2009, is referred to herein as the “Buyer Balance Sheet” and the date thereof as the “Buyer Balance Sheet Date” and the consolidated results balance sheet of their operations the Buyer and its Subsidiaries as at such dates of March 31, 2010, is referred to herein as the “Buyer Interim Balance Sheet” and for such monthly periods, all the date thereof as the “Buyer Interim Balance Sheet Date.” Each of the Buyer and its Subsidiaries maintains a standard system of accounting established and administered in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingUS.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) GETCO has made available to Knight (i) the audited consolidated statements of financial condition of GETCO as of December 31, 2009, 2010 and consolidating balance sheet 2011, and the audited consolidated statements of income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and consolidating balance sheets cash flows of GETCO and its consolidated Subsidiaries for the fiscal year years ended December 31, 2009, 2010 and 2011 (collectively, the Annual “GETCO Audited Financial Statement Date Statements”), and (ii) the unaudited consolidated statement of financial condition of GETCO and its Subsidiaries as of September 30, 2012 and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the nine-month period ended September 30, 2012 (collectively, the “GETCO Interim Financial Reporting Party Statements” and, together with the GETCO Audited Financial Statements, the “GETCO Financial Statements”). The GETCO Financial Statements (A) have been prepared from, and in accordance with, the books and records of GETCO and its consolidated Subsidiaries for such quarterly fiscal periodSubsidiaries, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and (B) fairly present, present in all material respectsrespects the consolidated results of statements of income, changes in liabilities subordinated to claims of general creditors, changes in members’ equity and the consolidated financial condition of the Financial Reporting Party GETCO and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments) and the consolidated results of their operations as at such dates and for such monthly periods, all (C) have been prepared in accordance with GAAP consistently applied during the periods involved (except in the case of unaudited statements for the absence of footnotes and other presentation items), except, in each case, as indicated in such statements or in the notes thereto. Since January 1, 2009, the books and records of GETCO and its Subsidiaries have been, and are being, maintained in a manner necessary to permit preparation of GETCO’s financial statements in all material respects in accordance with GAAP and in accordance, in all materials respects, with any other applicable legal requirements. As of the date of the Original Merger Agreement, PricewaterhouseCoopers LLP has not resigned or been dismissed as independent public accountants of GETCO as a result of or in connection with any disagreements with GETCO on a consistent basis. Since the Annual Financial Statement Datematter of accounting principles or practices, there has been no material adverse change in the consolidated business, operations financial statement disclosure or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice auditing scope or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingprocedure.

Financial Statements. The Financial Reporting Party Guarantor has heretofore furnished or made available, by public filings, to Buyer Lender a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its respective consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date December 31, 2014 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Guarantor and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA Deloitte & Touche LLP and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period such monthly periods of the Financial Reporting Party ended on the Monthly Financial Statement DateGuarantor up until February 28, 2014 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Guarantor and its consolidated Subsidiaries for such quarterly fiscal periodmonthly periods, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements financial statements are true complete and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party Guarantor and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement DateDecember 31, 2014, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and Guarantor its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements financial statements nor is Seller Guarantor aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to or could result in any such material adverse change or would be reasonably likely to could have a Material Adverse Effect. The Financial Reporting Party Guarantor does not have, on the Annual Financial Statement DateDecember 31, 2014, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments commitments, in each case, not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party Borrowers except as heretofore disclosed to Buyer Lender in writing.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Complete copies of its (a) the carve-out consolidated and consolidating audited financial statements consisting of the balance sheet of the Business as of December 31 in each of the years 2009 and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date 2008 and the related consolidated statements of income and retained earnings earnings, and of cash flows flow for the years then ended (the “Audited Financial Reporting Party Statements”), and its unaudited financial statements consisting of the carve-out consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateBusiness as of June 30, 2010 and the related consolidated statements of income and retained earnings earnings, equity interestholders’ equity and of cash flows flow for the six month period then ended (the “Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Audited Financial Statements, setting forth in each case in comparative form the figures for the previous year“Financial Statements”) have been delivered to Buyer. All such The Financial Statements are true and correct and fairly presentpresent fairly, in all material respects, the carve-out consolidated financial condition position of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periodsBusiness, all in accordance conformity with GAAP applied on a consistent basis. Since basis throughout the Annual Financial Statement Dateperiod involved, there has been no material adverse change subject, in the consolidated business, operations or financial condition case of the Interim Financial Reporting Party Statements, to normal and its consolidated Subsidiaries taken as a whole 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 that set forth those presented in said the Audited Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse EffectStatements). The Financial Reporting Party does not have, Statements are based on the Annual Financial Statement Datebooks and records of Sellers and their Affiliates that pertain to the Business in all material respects, any liabilitiesand may not necessarily be indicative of the conditions that would have existed or the results of operations of the Business if the Business had been operated through unaffiliated entities of Parent. Consistent with carve-out financial statements, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, longportions of certain income and expenses represent allocations made from Parent that are directly attributable to the Business. The carve-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said out consolidated balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except Business as heretofore disclosed of December 31, 2009 is referred to Buyer herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the carve-out consolidated balance sheet of the Business as of June 30, 2010 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in writingaccordance with GAAP. Parent has established and maintains a system of “internal controls over financial reporting” (as defined in 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. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating Section 2.6(a) of the Remainco Disclosure Letter sets forth (i) the unaudited, combined balance sheet of the Spinco Business at December 31, 2022, the unaudited combined statements of operations, other comprehensive income, net parent investment and cash flows of the Spinco Business for the year ended December 31, 2022, together with all related notes thereto (the “Spinco Business Historical Financial Statements”) and (ii) the unaudited, combined balance sheet of the Spinco Business at the Spinco Reference Balance Sheet Date (the “Spinco Reference Balance Sheet”) and the consolidated unaudited condensed combined statements of operations, other comprehensive income and consolidating balance sheets net parent investment of its consolidated Subsidiaries the Spinco Business for the fiscal year three (3)- and nine (9)-month periods ended on the Annual Financial Statement Spinco Reference Balance Sheet Date and the related consolidated statements of income and retained earnings and unaudited condensed combined statement of cash flows of the Spinco Business for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and nine (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal 9)- month period of the Financial Reporting Party ended on the Monthly Spinco Reference Balance Sheet Date (the “Spinco Business Interim Financial Statement DateStatements” and, together with the Spinco Business Historical Financial Statements, the “Spinco Business Financial Statements”), which, in each case, have been prepared in good faith by management of Remainco from source documentation subject to the controls and procedures of Remainco’s accounting systems in accordance with GAAP consistently applied throughout the related consolidated statements periods involved, except as otherwise noted therein. The books, records and other financial reports of income and retained earnings and Remainco relating to the operations of cash flows the Spinco Business used by Remainco as source documentation for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Spinco Business Financial Statements are true correct in all material respects and correct and have been maintained in accordance with sound business practices. The Spinco Business Financial Statements fairly present, in all material respects, the consolidated financial condition position, the results of operations and cash flows of the Spinco Business, in the aggregate, as of the respective dates thereof or the periods then ended; provided that (A) the Spinco Business is not a separately audited unit of Remainco, has not operated on a separate standalone basis and has historically been reported within Remainco’s combined financial statements and (B) the Spinco Business Financial Reporting Party Statements assumes certain allocated charges and its Subsidiaries and credits, which do not necessarily reflect what the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since financial positions would have been if the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.Spinco

Financial Statements. The Financial Reporting Party has Loan Parties have heretofore furnished to Buyer a copy of its the Lenders (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets combined statement of its financial condition and consolidated Subsidiaries and combined statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of and for the fiscal year ended December 31, 2009, audited by and accompanied by the Annual Financial Statement Date report of Deloitte & Touche LLP, independent registered public accounting firm, (b) the unaudited condensed consolidated and the related combined statement of financial condition and condensed consolidated and combined statements of income and retained earnings and of cash flows as of and for the Financial Reporting Party fiscal year ended December 31, 2009 of the combined Guarantors and its consolidated Subsidiaries for such fiscal yearthe Subsidiaries, setting forth in each case in comparative the form delivered pursuant to the figures for the previous yearExisting Credit Agreement, with the opinion thereon of an Approved CPA and (bc) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period a reconciliation prepared by a Financial Officer of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated financial statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth referred to in each case clause (a) to those referred to in comparative form the figures for the previous yearclause (b). All such Financial Statements are true and correct and Such audited financial statements fairly present, in all material respects, the consolidated and combined financial condition 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 Financial Reporting Party and its Subsidiaries combined Guarantors and the consolidated results Subsidiaries as of their operations as at such dates date and for such monthly periodsperiods presented. Such financial statements and the notes thereto disclose all material liabilities, all 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. Since the Annual Financial Statement Date, there has been no material adverse change except, in the consolidated businesscase of such unaudited financial statements, operations for the absence or financial condition incompleteness of footnotes and except as otherwise disclosed therein. The accounts of the Financial Reporting Party 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 consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or periodic reports filed with the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingSEC.

Financial Statements. The Financial Reporting Party has heretofore Parent and the Company have furnished to Buyer each Purchaser with the following financial statements, identified by a copy principal financial officer of its the Parent: (ai) a consolidated and consolidating balance sheet of the Parent and its Subsidiaries as at December 31 in each of the years 2005 to 2007, inclusive, and consolidated statements of income, stockholders’ equity and consolidating balance sheets cash flows of the Parent and its consolidated Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP; (ii) a consolidated balance sheet of the fiscal year ended Business as at December 31 in each of the Annual Financial Statement Date years 2005 to 2007, inclusive, and consolidated statements of income, stockholders’ equity and cash flows of the related Seller and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP; and (iii) unaudited consolidated balance sheet of the Parent and its Subsidiaries as at March 31, 2008 and consolidated statements of income or operations and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal three-month period of the Financial Reporting Party ended on each such date, prepared by the Monthly Financial Statement Date, and the Parent. Such financial statements (including any related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements schedules and/or notes) are true and correct and fairly present, in all material respectsrespects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with generally accepted accounting principles consistently followed throughout the consolidated financial condition periods involved and show all liabilities, direct and contingent, of the Financial Reporting Party Parent and its Subsidiaries and the consolidated results of their operations Seller and its Subsidiaries, as at such dates and for such monthly periodsapplicable, all required to be shown in accordance with GAAP applied on a consistent basissuch principles. The balance sheets fairly present the condition of the Parent and its Subsidiaries and the Seller and its Subsidiaries, as applicable, as at the dates thereof, and the statements of income, stockholders’ equity and cash flows fairly present the results of the operations of the Parent and its Subsidiaries and the Seller and its Subsidiaries, as applicable, and their respective cash flows for the periods indicated. Since December 31, 2007, neither the Annual Financial Statement DateParent nor any Subsidiary of the Parent has paid or declared any dividend on any shares of its capital stock or made any other distribution on account of any shares of its capital stock (other than dividends or distributions payable solely to the Parent or a Wholly-Owned Subsidiary of the Parent) or redeemed, there purchased, retired or otherwise acquired any shares of its capital stock or any warrants, rights or options to acquire, or securities convertible into or exchangeable for, any shares of its capital stock (other than from the Parent or a Wholly-Owned Subsidiary of the Parent). There has been no material adverse change in the consolidated business, property or assets, condition (financial or otherwise), operations or financial condition prospects of the Financial Reporting Party Parent, the Company and its consolidated the other Subsidiaries taken as a whole from that or Seller and its Subsidiaries, taken as a whole, in either case since December 31, 2007, except as set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.Schedule 3H.

Financial Statements. The Financial Reporting Party has heretofore furnished Set forth on Section 5.08(a) of the Vistana Disclosure Schedule are (i) the audited combined balance sheets, and statements of comprehensive income, changes in parent equity and cash flows of the Vistana Entities (without giving effect to Buyer a copy the Internal Reorganization with respect to the Starwood Transferred Assets and Starwood Assumed Liabilities) as of its (a) consolidated December 31, 2013, and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date December 31, 2014, and the related consolidated combined audited statements of income comprehensive income, changes in parent equity and retained earnings and of cash flows for the Financial Reporting Party years ended December 31, 2013, and its consolidated Subsidiaries for such fiscal yearDecember 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA 2014 and (bii) consolidated and consolidating the unaudited combined balance sheet of the Vistana Entities (without giving effect to the Internal Reorganization with respect to the Starwood Transferred Assets and the consolidated and consolidating balance sheets Starwood Assumed Liabilities) as of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateJune 30, 2015, and the related consolidated statements unaudited combined statement of income comprehensive income, changes in parent equity and retained earnings and of cash flows for the six (6)-months ended June 30, 2015 (the “Vistana Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearStatements”). All such The Vistana Financial Statements are true and correct and fairly presentpresent fairly, in all material respects, the consolidated financial condition position and results of operations of the Financial Reporting Party and its Subsidiaries Vistana Entities (without giving effect to the Internal Reorganization with respect to the Starwood Transferred Assets and the consolidated results Starwood Assumed Liabilities) as of their operations as at such the dates and for the periods indicated in such monthly periodsVistana Financial Statements, all were derived from the consolidated financial statements and accounting records of Starwood, and were prepared on a stand-alone basis in accordance with GAAP GAAP, applied consistently (except, with respect to the interim financial statements, for normal year-end adjustments and the absence of footnote disclosures); provided, that (A) the Vistana Financial Statements include costs for services provided by Starwood that were on a consistent basis. Since basis determined by Starwood to reflect a reasonable allocation of the Annual Financial Statement Dateactual costs incurred to perform these services and (B) such allocation may not, there has however, reflect the expenses that would have been no material adverse change incurred as an independent company for the periods presented, nor are the costs indicative of what will be incurred in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingfuture.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating A management prepared balance sheet of the Loan Parties on a Consolidated and the consolidated Consolidating basis and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date on a Consolidating and the related consolidated combining basis and unaudited statements of income and retained earnings stockholders’ (or members’) equity and cash flow of cash flows the Loan Parties on a Consolidated and Consolidating basis and Consolidating and combining basis reflecting results of operations from the beginning of the Fiscal Year to the end of such quarter and for such quarter, prepared on a basis consistent with prior practices but in accordance with GAAP (except for the Financial Reporting Party absence of footnotes and its consolidated Subsidiaries for such fiscal customary year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA -end adjustments) and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true complete and correct and fairly present, in all material respects, subject to normal year-end adjustments (together with comparative reports for the consolidated financial condition corresponding period(s) in the prior Fiscal Year and for the projected reports for the current Fiscal Year required under Section 9.10L The reports shall be accompanied by a certificate of a Designated Officer of Borrowing Representative, in form and substance satisfactory to the Lender, which shall state that, based on an examination sufficient to permit the Borrowing Representative to make an infonued statement, no Default or Event of Default exists, or, if such is not the case, specifying such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by the Loan Parties with respect to such event, and such certificate shall have appended thereto calculations which set forth the Loan Parties’ compliance with the Financial Covenants (each, a ''Compliance Certificate’ ') and (b) Borrowing Base Certificate. Deliver to Lender a certificate of a Designated Officer of Borrowing Representative in such form as may be required or approved by Lender fi-om time to time (a "Borrowing Base Certificate”) which shall state Loan Party’s Borrowing Base as of the Financial Reporting Party date thereof (including a calculation of such Borrowing Base). A Borrowing Base Certificate shall be delivered monthly, by the twentieth day of each calendar month, as of the last Business Day of the preceding calendar month, and its Subsidiaries on the date of each requested Advance, and shall be supplemented by a monthly reconciliation of the consolidated results of their operations as at such dates monthly Borrowing Base Certificate delivered closest to (but within) each Fiscal Month, including accounts receivable and accounts payable agings and (a) the inventory reports for such monthly periodsFiscal Month delivered pursuant to Section 9.2. (b) the financial statements of Loan Parties for the most recent Fiscal Month delivered pursuant to Section 9.8 and (c) Loan Parties’ general ledger, all with each such reconciliation to be delivered coincident with the delivery of such financial statements pursuant to Section 9.8. and to be in accordance with GAAP applied on fonu satisfactory to Lender, which shall include a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.-57-

Financial Statements. The Financial Reporting Party Company has heretofore furnished delivered to Buyer a copy each Purchaser of its any Accepted Notes the following financial statements of the Company: (a) a consolidated and consolidating balance sheet of the Company and its Subsidiaries as at September 30 in each of the consolidated three 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 100 days prior to such date for which audited financial statements have not been released) and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of income, cash flows for and shareholders’ equity of the Financial Reporting Party Company and its consolidated Subsidiaries for each such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon all reported on by PricewaterhouseCoopers LLP or other independent public accountants of an Approved CPA recognized national standing and (b) a consolidated and consolidating 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 55 days prior to such date for which financial statements have not been released) and the consolidated comparable quarterly period in the preceding fiscal year and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of income, cash flows and shareholders’ equity for the Financial Reporting Party and its consolidated Subsidiaries for periods from the beginning of the fiscal years in which such quarterly fiscal periodperiods are included to the end of such quarterly periods, setting forth prepared by the Company. All of said financial statements (including in each case in comparative form the figures for the previous year. All such Financial Statements are true related schedules and correct and notes) fairly present, present in all material respects, respects the consolidated financial condition position of the Financial Reporting Party Company and its Subsidiaries as of the respective dates thereof and the consolidated results of their operations as at such dates and cash flows for such monthly periods, all the respective periods indicated and have been prepared in accordance with GAAP consistently applied on a consistent basis. Since throughout the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken periods involved except as a whole from that set forth in said Financial Statements nor is Seller aware the notes thereto (subject, in the case of any state of facts which (without notice or the lapse of time) would interim financial statements, to normal year-end adjustments). Documents required to be reasonably likely delivered pursuant to result in any such material adverse change or would this Section 5.5 may be reasonably likely delivered electronically and if so delivered, shall be deemed to have a Material Adverse Effect. The Financial Reporting Party does not have, been delivered on the Annual Financial Statement Datedate on which the Company gives notice to Prudential and each Purchaser that such documents are (i) posted and the Company provides a link thereto on xxxx://xxx.xxxxxxxxxxx.xxx; or (ii) posted on the Company’s behalf on an Internet or intranet website, any liabilitiesif any, direct to which the Purchasers have access (whether a commercial, third-party website or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingwhether sponsored by Prudential).

Financial Statements. The Financial Reporting Party Seller has heretofore furnished provided to Buyer a copy of its (a) consolidated and consolidating the audited balance sheet and notes thereto of Seller as of December 31, 2005, and the consolidated unaudited balance sheet of Seller as of December 31, 2004, and consolidating balance sheets unaudited statement of its consolidated Subsidiaries cash flows, statement of income and statement of changes in stockholders equity, and notes thereto of Seller for the fiscal year ended December 31, 2005 (the “Annual Financial Statement Date and Statements”). Seller has provided to Buyer copies of the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating unaudited balance sheet and the consolidated statements of cash flows, income and consolidating balance sheets changes in stockholders equity of its consolidated Subsidiaries Seller as of and for the quarterly fiscal nine-month period ended September 30, 2006 (the “Interim Financial Statements” and, together with Annual Financial Statements, the “Financial Statements”). The Financial Statements were prepared in accordance with GAAP and present fairly in all material respects the financial condition and results of the Financial Reporting Party ended on the Monthly Financial Statement Date, operation of Seller as of such dates and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form periods. The financial statements to be delivered by Seller to Buyer after the figures for the previous year. All such Financial Statements are true date hereof pursuant to Sections 6.5 and correct and 8.8 hereof will fairly present, in all material respects, the consolidated financial condition position of Seller, as at the respective dates thereof and the results of operations and cash flows for the respective periods then ended (subject in the case of unaudited information to normal, recurring year-end adjustments that will not be material either individually or in the aggregate and to any other adjustments described therein) in conformity with GAAP. Except as set forth on Schedule 4.5, Seller’s independent auditors have not advised Seller that they have identified any control deficiency, significant deficiency or material weakness in the system of internal control over financial reporting (each term as defined in Auditing Standard No. 2 of the Financial Reporting Party and Public Company Accounting Oversight Board) utilized by Seller. Neither Seller nor, to Seller’s Knowledge , any of its Subsidiaries and the consolidated results employees or Seller’s independent auditors have identified or been made aware of their operations as at such dates and for such monthly periods(i) any fraud, all in accordance with GAAP applied on whether or not material, that involves Seller’s management or other employees who have a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change role in the consolidated businesspreparation of financial statements or the internal control over financial reporting utilized by Seller or (ii) any claim or allegation regarding the foregoing. Schedule 4.5 includes a list of all of Seller’s revenues by NAICS codes for the years ended December 31, operations or financial condition 2005 and December 31, 2002 in the format required by item 5 of the Financial Reporting Party Hxxx-Xxxxx-Xxxxxx Notification and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingReport Form.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements Attached hereto as Exhibit E are true and correct copies of (i) the audited consolidated balance sheets and fairly presentrelated statements of income, cash flows and changes in all material respects, the consolidated financial condition stockholders' equity of the Financial Reporting Party Miracle Industries and its Subsidiaries as at December 31, 1994, 1995 and 1996 and for the year periods then ended and the consolidated results unaudited financial statements of their operations such entities as at such dates June 30, 1997 and for such monthly periodsthe six month period then ended, all and (ii) the unaudited balance sheets and related statements of income, cash flows and changes in members' equity of each of Hydro-Spray and Indy Ventures as at December 31, 1994, 1995 and 1996 and for the year periods then-ended to the extent applicable (collectively, the "Miracle Industries Financial Statements"). All of the Miracle Industries Financial Statements have been prepared in accordance with GAAP applied in a manner consistent with each other and the books and records of Miracle Industries and its Subsidiaries, and fairly present in all material respects the financial condition and results of operations of Miracle Industries and its Subsidiaries at the dates and for the periods indicated therein. The regular books of account of Miracle Industries and its Subsidiaries fairly and accurately reflect all material transactions involving Miracle Industries and its Subsidiaries, are true, correct and complete and have been prepared in accordance with GAAP and on a basis consistent basiswith the Financial Statements. Since All of the Annual Financial Statement Dateaccounts receivable of Hydro-Spray reflected on the books and records of Hydro-Spray arose from bona fide, there has been no material adverse change arms-length transactions in the consolidated ordinary course of business, operations goods sold by Hydro-Spray and are not subject to any counterclaim, deduction, right of set off, set off or financial condition recoupment, and will be collectible in the ordinary course of business in the aggregate face amounts thereof subject to the reserves set forth on the Miracle Industries Financial Statements. All of the Financial Reporting Party inventories reflected on the books and its consolidated Subsidiaries taken as records of Hydro-Spray are of a whole from that set forth quality and quantity which are good and marketable, and are saleable in said Financial Statements nor is Seller aware the ordinary course of any state of facts business at prices which (without notice or the lapse of time) would be reasonably likely to will result in any Hydro-Spray realizing gross profits on such material adverse change or would be reasonably likely to have a Material Adverse Effectsales consistent with the gross profits of Hydro-Spray reflected in the Miracle Industries Financial Statements. The Financial Reporting Party does not have, cost of all inventories reflected on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, longbooks and records of Hydro-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer Spray have been valued in writingaccordance with GAAP.

Financial Statements. The Financial Reporting Party Seller has heretofore furnished to Buyer Administrative Agent a copy of its (a) its consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year years of the Seller ended the Annual Financial Statement Date December 31, 2014 and December 31, 2015 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Seller and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA Xxxxx Xxxxxxxx LLP (for the fiscal year ending December 31, 2014) and Ernst & Young LLP (for the fiscal year ending December 31, 2015) and (b) its consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party Seller ended on the Monthly Financial Statement DateSeptember 30, 2016 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Seller and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements financial statements are true complete and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party Seller and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly fiscal periods, all in accordance with GAAP (other than with respect to unaudited financial statements, footnotes, year-end adjustments and cash flow statements) applied on a consistent basis. Since the Annual Financial Statement DateDecember 31, 2015, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party Seller and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements financial statements nor is Seller aware of any state of facts which (without with notice or the lapse of time) would reasonably be reasonably likely expected to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effectchange. The Financial Reporting Party does not haveSeller has, on the Annual Financial date of the statements delivered pursuant to this Section (the “Statement Date, any ”) no material liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party Seller except as heretofore disclosed to Buyer Administrative Agent in writing.

Financial Statements. The Financial Reporting Party has heretofore There have been furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating Transferee the audited balance sheets of its consolidated Subsidiaries for MVR as at March 31, 1995 and 1996 (the fiscal year ended latter balance sheet of MVR being hereinafter referred to as the Annual Financial Statement Date "MVR Balance Sheet") and the related consolidated audited statements of income and retained earnings and for each of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearyears then ended, setting forth in each case in comparative form including the figures respective notes thereto and accompanied by the report of Ernst & Young, independent certified public accountants. Such 1995 and 1996 financial statements fairly present the financial position of MVR as at the respective dates specified and the results of operations of MVR for the previous yearrespective periods specified, in conformity with Statements of Auditing Guideline and Statements of Auditing Practice and applicable accounting standards. Except for liabilities and obligations incurred in the ordinary course of business since the date of the MVR Balance Sheet or referred to in Schedules 3.7(a) or 3.7(b), MVR does not have any material liabilities or obligations, other than liabilities and obligations reflected in the MVR Balance Sheet or the respective notes thereto and liabilities and obligations which, in accordance with the opinion thereon foregoing accounting standards, were not required to have been so reflected as of an Approved CPA and (b) consolidated and consolidating balance sheet and such date. In addition, there have been furnished to the consolidated and consolidating Transferee the audited balance sheets of its consolidated Subsidiaries for Unijoh as at March 31, 1995 and 1996 (the quarterly fiscal period latter balance sheet of Unijoh being hereinafter referred to as the Financial Reporting Party ended on the Monthly Financial Statement Date, "Unijoh Balance Sheet") and the related consolidated audited statements of income and retained earnings and for each of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal periodyears then ended, setting forth in each case in comparative form including the figures respective notes thereto and accompanied by the report of Ernst & Young, independent certified public accountants. Such 1995 and 1996 financial statements fairly present the financial position of Unijoh as at the respective dates specified and the results of operations of Unijoh for the previous year. All such Financial Statements are true and correct and fairly presentrespective periods specified, in all material respects, conformity with approved auditing standards. Except for liabilities and obligations incurred in the consolidated financial condition ordinary course of business since the date of the Financial Reporting Party Unijoh Balance Sheet or referred to in Schedules 3.7(a) or 3.7(b), Unijoh does not have any material liabilities or obligations, other than liabilities and its Subsidiaries obligations reflected in the Unijoh Balance Sheet or the respective notes thereto and the consolidated results of their operations as at such dates liabilities and for such monthly periodsobligations which, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Dateapproved auditing standards, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely were not required to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments been so reflected as of the Financial Reporting Party except as heretofore disclosed to Buyer in writingsuch date.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 1998, and the related consolidated and consolidating balance sheets income statement and statements of cash flows and changes in stockholders' equity of the Borrower and its consolidated Consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date then ended, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearaccompanying footnotes, setting forth in each case in comparative form the figures for the previous year, together with the opinion thereon as to the consolidated statements, of an Approved CPA Pricewaterhouse Coopers, independent certified public accountants, and (b) the interim consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateBorrower and its Consolidated Subsidiaries as at September 25, 1999, and the related consolidated and consolidating income statement and statements of income and retained earnings and of cash flows and changes in stockholders' equity for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal periodnine-month period then ended, setting forth in each case in comparative form copies of which have been furnished to the figures for the previous year. All such Financial Statements Bank, are true complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Financial Reporting Party Borrower and its Consolidated Subsidiaries and the consolidated results of their operations as at such dates and the results of the operations of the Borrower and its Consolidated Subsidiaries for the periods covered by such monthly periodsstatements, all in accordance with GAAP consistently applied on (subject to year-end adjustments in the case of the interim financial statements). There are no liabilities of the Borrower or any of its Consolidated Subsidiaries, fixed or contingent, which are material but are not reflected in the financial statements or in the notes thereto, other than liabilities arising in the ordinary course of business since September 25, 1999. No information, exhibit or report furnished by the Borrower to the Bank in connection with the negotiation of this Agreement contained any material misstatement of fact or omitted to state a consistent basismaterial fact or any fact necessary to make the statement contained therein not materially misleading. Since the Annual Financial Statement DateSeptember 25, 1999, there has been no material adverse change in the consolidated condition (financial or otherwise), business, operations or financial condition prospects of the Financial Reporting Party and Borrower or any of its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingSubsidiaries.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and Seller has made available to Buyer the consolidated and consolidating balance sheets (including related notes and schedules, if any) of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date Seller as of December 31, 2012, and December 31, 2011, and the related consolidated statements of income income, changes in shareholders’ equity, and retained earnings and of cash flows (including related notes and schedules, if any) for each of the Financial Reporting Party two fiscal years ended December 31, 2012 and its consolidated Subsidiaries for such fiscal year2011, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets (including related notes and schedules, if any) of its consolidated Subsidiaries Seller and related statements of income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) with respect to periods ended subsequent to December 31, 2012 (the “Seller Financial Statements”).The Seller Financial Statements (as of the dates thereof and for the quarterly fiscal period periods covered thereby) (a) are, or if dated after the date of this Agreement will be, in accordance with the Financial Reporting Party ended on books and records of Seller and its Subsidiaries (including the Monthly Financial Statement Daterelated notes, where applicable) (i) have been prepared from, and are in accordance with, the related consolidated statements books and records of income and retained earnings and of cash flows for the Financial Reporting Party Seller and its consolidated Subsidiaries for such quarterly fiscal periodin all respects, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and (ii) fairly present, present in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and respects the consolidated results of their operations operations, cash flows, changes in shareholders’ equity and consolidated financial position of Seller and its Subsidiaries for the respective fiscal periods or as at of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), and (iii) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except, in each case, as indicated in such dates statements or in the notes thereto. The books and for such monthly periodsrecords of Seller and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP applied and any other applicable legal and accounting requirements and reflect only actual transactions. Exxxxxx Xxxxx, PLLC has served as independent registered public accountant for Seller for all periods; such firm has not resigned or been dismissed as independent public accountants of Seller as a result of or in connection with any disagreements with Seller on a consistent basis. Since the Annual Financial Statement Datematter of accounting principles or practices, there has been no material adverse change in the consolidated business, operations financial statement disclosure or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice auditing scope or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingprocedure.

Financial Statements. The Financial Reporting Party There has heretofore been furnished to Buyer a copy the Administrative Agent and each of its the Banks (a) a consolidated and consolidating balance sheet of the Borrower as at December 31, 1997, and a consolidated statement of income and cash flow of the consolidated and consolidating balance sheets of its consolidated Subsidiaries Borrower for the fiscal year ended then ended, certified by the Annual Financial Statement Date Borrower's independent certified public accountants, and (b) unaudited interim condensed consolidated balance sheets of the Borrower and the related Consolidated Subsidiaries as at March 31, 1998, and interim condensed consolidated statements of income and retained earnings and of cash flows flow of the Borrower and the Consolidated Subsidiaries for the Financial Reporting Party respective fiscal periods then ended and its consolidated Subsidiaries as set forth in the Borrower's Quarterly Reports on Form 10-Q for such fiscal yearquarters. With respect to the financial statement prepared in accordance with clause (a) above, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating such balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements statement of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied and present fairly in all material respects the financial position of the Borrower and the Consolidated Subsidiaries as at the close of business on a consistent basis. Since the Annual Financial Statement Daterespective dates thereof and the results of operations of the Borrower and the Consolidated Subsidiaries for the fiscal periods then ended; or, there has been no material adverse change in the consolidated business, operations or financial condition case of the Financial Reporting Party financial statements referred to in clause (b), have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and its consolidated Exchange Commission, and contain all adjustments necessary for a fair presentation of (A) the results of operations of the Borrower for the periods covered thereby, (B) the financial position of the Borrower at the date thereof, and (C) the cash flows of the Borrower for periods covered thereby (subject to year-end adjustments). There are no contingent liabilities of the Borrower or the Consolidated Subsidiaries taken as a whole from of such dates involving material amounts, known to the executive management of the Borrower that set forth (aa) should have been disclosed in said Financial Statements nor is Seller aware of any state of facts which (without notice balance sheets or the lapse related notes thereto in accordance with GAAP and the rules and regulations of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet Securities and related statementsExchange Commission, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing(bb) were not so disclosed.

Financial Statements. The So long as adequate financial information regarding Tenant is publicly available (as reasonably determined by Landlord), then Tenant shall have no obligation to provide Landlord with financial statements. If at any time, adequate financial information regarding Tenant is not publicly available (as reasonably determined by Landlord), then, at Landlord’s request (but no more often than once per year), Tenant shall deliver to Landlord a copy, certified by an officer of Tenant as being a true and correct copy, of Tenant’s most recent audited financial statement, or, if unaudited, certified by Tenant’s chief financial officer as being true, complete and correct in all material respects. Tenant hereby authorizes Landlord to obtain one or more credit reports on Tenant at any time, and shall execute such further authorizations as Landlord may reasonably require in order to obtain a credit report. Tenant has represented to Landlord that the “Thrift Financial Reporting Party has heretofore furnished Report” (hereinafter defined) will include financial information regarding Tenant. So long as the “Publicly Available Components” (hereinafter defined) of the “Thrift Financial Report” (hereinafter defined) include reports on Tenant, those reports include the same level of information (or more information) as is currently included in the Publicly Available Components of the Thrift Financial Report as of the Lease Reference Date and the Publicly Available Components of the Thrift Financial Report continue to Buyer be publicly available on a copy of its quarterly (or more frequent) basis, then Tenant will not be required to provide additional financial information to Landlord under this Section 33. For purposes hereof: (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for “Thrift Financial Report” means the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, OTS Form 1313 filed with the opinion thereon Office of an Approved CPA Thrift Supervision (“OTS”) for savings associations chartered with and regulated by the OTS; and (b) consolidated the “Publicly Available Components” means the following schedules of the Thrift Financial Report: (i) Schedule SC – Statement of Condition (BALANCE SHEET); (ii) Schedule SO –Statement of Operations (INCOME STATEMENT); (iii) Schedule VA – Valuation Allowances and consolidating balance sheet Related Data (except for Line VA 960-Special Mention, Line VA 965-Substandard, Line VA970-Doubtful and the consolidated Line VA975-Loss); (iv) Schedule PD – Past Due and consolidating balance sheets of its consolidated Subsidiaries Nonaccrual Loans; (v) Schedule CC – Commitments and Contingencies; (vi) Schedule CF – Cash Flow Information (CF STATEMENT); (vii) Schedule DI – Deposit Information; (viii) Schedule SI – Supplemental Information (except for the quarterly fiscal period following lines to the extent the same relate to Transactions with Affiliates; Line SI750-Activity During the Quarter of Covered Transactions with Affiliates Subject to Quantitative Limits and Line SI760-Activity During the Financial Reporting Party ended on the Monthly Financial Statement Date, Quarter of Other Covered Transactions with Affiliates Not Subject to Quantitative Limits); (ix) Schedule SQ – Supplemental Questions; (x) Schedule FS – Fiduciary and the related consolidated statements Related Services; (xi) Schedule CCR – Consolidated Capital Requirement; (xii) Schedule SB – Small Business Loans (only required as of income and retained earnings and June 30); (xiii)Schedule CSS – Subordinate Organization Schedule (only required as of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which December 31); (without notice or the lapse of timexiv) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.Schedule HC – Thrift Holding Company

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer the Administrative Agent the following financial statements, certified by a copy principal financial officer of its the Borrower: (ai) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of December 31 in each of the consolidated two fiscal years of the Borrower most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income income, cash flows and retained earnings a consolidated statement of shareholders' equity of the Borrower and its Subsidiaries for each such year, all reported on by KPMG LLP or another nationally recognized public accounting firm; and (ii) a consolidated balance sheet of the Borrower and its Subsidiaries as of 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 comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and a consolidated statement of shareholders' equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Borrower. All of the financial statements delivered to the Administrative Agent pursuant to this Section 4.4 (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Borrower and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Borrower and its Subsidiaries as of the dates thereof, and the statements of income, cash flows and stockholders' equity fairly present the results of the operations of the Borrower and its Subsidiaries and their cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearperiods indicated. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there There has been no material adverse change in the consolidated business, property or assets, condition (financial or otherwise), operations or financial condition prospects of the Financial Reporting Party Borrower and its consolidated Subsidiaries taken as a whole from that set forth since the end of the most recent fiscal year for which audited financial statements have been furnished. Actions Pending . Except for litigation matters specifically disclosed in said Financial Statements nor the filings made by the Borrower with the SEC, there is Seller aware no action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened against the Borrower or any state of facts which (without notice its Subsidiaries, or any properties or rights of the lapse Borrower or any of time) its Subsidiaries, by or before any court, arbitrator or administrative or governmental body which, taking into account and giving effect to any applicable insurance coverage, would reasonably be reasonably likely expected to result in any such material adverse change in the business, property or would be reasonably likely assets, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries taken as a whole. There is no action, suit, investigation or proceeding pending or, to have a Material Adverse Effect. The Financial Reporting Party does not havethe knowledge of the Borrower, on threatened against the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknownBorrower, or liabilities for taxes, long-term leases any of its Subsidiaries which purports to affect the validity or unusual forward enforceability of this Agreement or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingLoan Document.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Attached hereto as Schedule 5.03(a) are copies of (A) the unaudited consolidated balance sheet, as of March 31, 2023, of the Corporation and its (a) consolidated and consolidating balance sheet Subsidiaries, and the unaudited consolidated statement of operations and consolidating comprehensive income, changes in shareholders’ equity and cash flows of Jazz Acquisition, Inc. and its Subsidiaries, for the three-month period then ended (such statements, the “Latest Financial Statements”), and (B) the audited consolidated balance sheets sheet, as of December 31, 2022 (the “Audited Balance Sheet Date”), of Jazz Acquisition, Inc. and its Subsidiaries and the audited consolidated Subsidiaries statements of operations and comprehensive income, changes in shareholders’ equity and cash flows of Jazz Acquisition, Inc. and its Subsidiaries, together with the notes thereto, for the fiscal year ended December 31, 2022 (such audited statements and notes, the Annual “Audited Financial Statement Date Statements,” and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, together with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and Latest Financial Statements, the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the “Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearStatements”). All such The Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition position of Jazz Acquisition, Inc. and its Subsidiaries, as of the Financial Reporting Party and its Subsidiaries date thereof, and the consolidated results statements of their operations as at such dates and comprehensive income, changes in shareholders’ equity and cash flows of Jazz Acquisition, Inc. and its Subsidiaries, for such monthly periods, all the periods set forth therein in accordance with GAAP applied as in effect on a consistent basis. Since the Annual Financial Statement Datedate thereof, there has been no material adverse change except as otherwise noted therein and subject, in the consolidated business, operations or financial condition case of the Latest Financial Reporting Party Statements, to normal and recurring year-end adjustments and the absence of footnote disclosures none of which are material individually or in the aggregate. Jazz Acquisition, Inc. and its consolidated Subsidiaries taken do not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K. Except as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) has not had, and would not reasonably be reasonably likely expected to result in any such material adverse change or would be reasonably likely to have have, a Material Adverse Effect. The , the accounting controls of Jazz Acquisition, Inc. and its Subsidiaries have been during the periods reflected in the Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet Statements and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments as of the Financial Reporting Party except date hereof sufficient to provide reasonable assurances that (A) all transactions are executed in accordance with management’s general or specific authorization and (B) all transactions are recorded as heretofore disclosed necessary to Buyer permit the preparation of financial statements in writingaccordance with GAAP and to maintain proper accountability for such items.

Financial Statements. The Financial Reporting Party Borrower Representative has heretofore furnished to Buyer a copy the Lender complete and correct copies of its (ai) consolidated and consolidating balance sheet and the consolidated and consolidating audited balance sheets of Peak Resorts and its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date Fiscal Year ending March 31, 2014 and the related consolidated statements of income income, shareholder’s equity, and retained earnings and of cash flows, and, as applicable, changes in financial position or cash flows for such Fiscal Year, and the Financial Reporting Party note to such financial statements, reported upon by McGladrey & Xxxxxx, LLP, certified public accountants, and (ii) the internal unaudited balance sheets of Peak Resorts and its consolidated Subsidiaries for such fiscal yearthe Fiscal Quarter ending December 31, setting forth in each case in comparative form 2014 and the figures related statements of income and shareholder’s equity for the previous yearFiscal Quarter then ended, certified by an executive officer of the Borrower Representative. All such financial statements: (a) have been prepared in accordance with the opinion thereon of an Approved CPA GAAP, applied on a consistent basis (except as stated therein) and (b) consolidated and consolidating balance sheet and fairly present in all material respects the consolidated and consolidating balance sheets financial condition of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party Peak Resorts and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form as of the figures respective dates thereof and the results of operations for the previous year. All such Financial Statements are true and correct and fairly presentrespective fiscal periods then ending, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change subject in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware case of any state such financial statements which are unaudited, to the absence of facts any notes to such financial statement and to normal audit adjustments, none of which (without notice are known to or the lapse of time) would could reasonably be reasonably likely expected to result in any such material adverse change or would be reasonably likely to have involve a Material Adverse Effect. The Financial Reporting Party does No Borrower has experienced, nor has any Subsidiary thereof experienced, an event or circumstance that would have a Material Adverse Effect since the March 31, 2014 financial statements, nor has there been any material change in any Borrower’s or any of its Subsidiaries’ accounting procedures used therein. Peak Resorts and its consolidated Subsidiaries did not haveas of March 31, 2014, and will not as of the Closing Date, after giving effect to the Loans made on the Annual Financial Statement Closing Date, have any material contingent liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or material liabilities for taxes, long-term leases or unusual and material forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loansunfavorable commitments, advances except those reflected in such financial statements or other commitments of the Financial Reporting Party except as heretofore Notes thereto in accordance with GAAP or, to the extent not required to be reflected by GAAP, are disclosed to Buyer in writingthe Disclosure Schedule.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer a copy each of its the Banks: (a) the consolidated balance sheet of the Borrower and consolidating its Subsidiaries as of the Balance Sheet Date and their related consolidated statements of income, changes in stockholder equity and cash flows for the fiscal year then ended, audited and certified by Ernst & Young LLP, (b) an unaudited consolidated balance sheet and an unaudited consolidated statement of income and cash flows of the consolidated Borrower and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period quarter of the Financial Reporting Party Borrower ended on since the Monthly Financial Statement Date, Balance Sheet Date certified by Borrower's chief financial or chief accounting officer to have been prepared in accordance with generally accepted accounting principles consistent with those used in the preparation of the annual audited statements delivered pursuant to subsection (a) above and to fairly present the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party Borrower and its Subsidiaries as at the close of business on the dates thereof and the consolidated results of their operations for the fiscal quarter then ended (subject to year-end adjustments), and (c) to the extent there is any Mortgaged Property, an unaudited consolidated statement of operating income for the Mortgaged Property satisfactory in form to the Majority Banks and certified by the Borrower's chief financial or accounting officer as at such dates and fairly presenting the operating income for such monthly parcels for such periods. Such balance sheet and statements of income, all stockholder's equity and cash flows have been prepared in accordance with GAAP applied on a consistent basis. Since generally accepted accounting principles and fairly present the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party Borrower and its consolidated Subsidiaries taken as a whole from that set forth of such dates and the results of the operations of the Borrower and its Subsidiaries for such periods. There are no liabilities, contingent or otherwise, of the Borrower or any of its Subsidiaries involving material amounts not disclosed in said Financial Statements nor is Seller aware of any state of facts which (without notice or financial statements and the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingnotes thereto.

Financial Statements. The Financial Reporting Party has heretofore furnished Borrower will furnish to Buyer a copy of its the Administrative Agent and each Lender: (a) the audited consolidated financial statements of each of the Parent Guarantor and consolidating balance sheet and the consolidated and consolidating balance sheets APR Energy Limited for each of its consolidated Subsidiaries for financial years ending after the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA Closing Date; and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income the Parent Guarantor and retained earnings and APR Energy Limited for each quarter of cash flows for each of their financial years ending after the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearClosing Date. All such Financial Statements are true financial statements must be supplied: (i) in the case of audited financial statements, within 120 days of the end of the relevant financial period; and correct and (ii) in the case of quarterly financial statements, within 45 days of the end of the relevant financial period. The Borrower must ensure that each set of the financial statements supplied under this Agreement fairly present, represents in all material respectsrespects the financial condition (consolidated or otherwise) of the Parent Guarantor and APR Energy Limited as at the date to which those financial statements were drawn up, subject, in the case of interim financial statements, to year-end adjustments and the absence of footnotes. The Borrower must notify the Administrative Agent of any change to the basis on which the Parent Guarantor’s or APR Energy Limited’s audited financial statements are prepared. If requested by the Administrative Agent, the Borrower must supply or procure that the following are supplied to the Administrative Agent: (A) a full description of any change notified above; and (B) sufficient information to enable the Lenders to make a proper comparison between the financial position shown by the set of financial statements prepared on the changed basis and its most recent audited consolidated financial condition statements delivered to the Administrative Agent and the Lenders under this Agreement. If requested by the Administrative Agent, the Parent Guarantor or APR Energy Limited must enter into discussions for a period of not more than thirty (30) days with a view to agreeing to any amendments required to be made to this Agreement to place the Administrative Agent and the Lenders in the same position as it would have been in if the change had not happened. If no such agreement is reached on the required amendments to this Agreement, the Borrower must ensure that the Parent Guarantor’s or APR Energy Limited or their respective auditors certify those amendments; the certificate of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periodsauditors will be, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated businessabsence of manifest error, operations or financial condition of binding on all the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingparties.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet sheets, and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income income, cash flow and retained earnings shareholders’ equity, of Topco and of cash flows for the Financial Reporting Party Subsidiaries that have been and its consolidated Subsidiaries for such fiscal yearare hereafter delivered to Lender, setting forth are prepared in each case in comparative form the figures for the previous year, accordance with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateGAAP, and fairly present the related consolidated statements of income financial positions and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as of Topco and Subsidiaries at such the dates and for the periods indicated. All projections delivered from time to time to Lender have been prepared in good faith, based on reasonable assumptions in light of the circumstances at such monthly periods, all in accordance with GAAP applied on a consistent basistime. Since the Annual Financial Statement Datedate of the most recently delivered audited financial statements of Topco, there has been no material adverse change in the consolidated businesscondition, operations financial or financial condition otherwise, of the Financial Reporting Party and Topco or its consolidated Subsidiaries (taken as a whole from whole) that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would reasonably be reasonably likely to result in any such material adverse change or would be reasonably likely expected to have a Material Adverse Effect. The Financial Reporting Party does not haveSince the date of the most recently delivered audited financial statements of L.A.R.K. Parent and its Subsidiaries delivered pursuant to the L.A.R.K. Loan Agreement, on there has been no change in the Annual Financial Statement Datecondition, any liabilitiesfinancial or otherwise, direct of L.A.R.K. Parent or indirectits Subsidiaries (taken as a whole) that would reasonably be expected to have a Material Adverse Effect. Since the date of the most recently delivered audited financial statements of AG&M Parent and its Subsidiaries delivered pursuant to the AG&M Loan Agreement, fixed there has been no change in the condition, financial or contingentotherwise, matured of AG&M Parent or unmaturedits Subsidiaries (taken as a whole) that would reasonably be expected to have a Material Adverse Effect. Notwithstanding the three (3) preceding sentences, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related if such a change in condition is first evidenced in the most recently submitted annual financial statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments reference in the preceding sentence to such most recently submitted audited financial statements shall not mean that such a change in condition has not occurred for purposes of the Financial Reporting Party except representations and warranties in this Section 8.1.7. No financial statement delivered to Lender at any time contains any untrue statement of a material fact, nor fails to disclose any material fact necessary to make such statement not materially misleading. Topco and its Subsidiaries (taken as heretofore disclosed to Buyer in writingwhole) are Solvent.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy audited financial statements of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries Acquired Fund for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearOctober 31, setting forth in each case in comparative form the figures for the previous year2005, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change accounting principles generally accepted in the consolidated business, operations or United States of America consistently applied and have been audited by Deloitte & Touche LLP . True and complete copies of such statements have been furnished to PIF. Such statements fairly reflect the financial condition and the results of operations of the Financial Reporting Party Acquired Fund as of such date and its consolidated Subsidiaries taken as a whole from that set forth the results of operations and changes in said Financial Statements nor is Seller aware of any state of facts which (without notice or net assets for the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsperiods indicated, and at the present time there are no material unrealized liabilities of or anticipated losses from any loans, advances the Acquired Fund whether actual or other commitments 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 Financial Reporting Party except Acquired Fund for the six months ended April 30, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by XX X. True and complete copies of such statements have been furnished to PIF. Such statements fairly reflect the financial condition and the results of operations of the Acquired Fund as heretofore of such date and the results of operations and changes in net assets for the periods indicated, and there are no liabilities of the Acquired Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquired Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquired Fund referred to above, liabilities incurred in the ordinary course of business subsequent to October 31, 2005, liabilities previously disclosed to Buyer and accepted by PIF and liabilities which in writingthe aggregate have not been and will not be materially adverse to the financial condition, results of operations, business or assets of the Acquired Fund.

Financial Statements. The Financial Reporting Party Pinnacle has heretofore furnished previously made available to Buyer a copy IFC copies of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of Pinnacle and its consolidated Subsidiaries as of December 31, for the fiscal year ended the Annual Financial Statement Date years 1994 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date1995, and the related consolidated statements of income income, changes in stockholders' equity and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries fiscal years 1993 through 1995, inclusive, as reported in Pinnacle's Annual Report on Form 10-K for such quarterly the fiscal periodyear ended December 31, setting forth 1995 filed with the SEC under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), in each case accompanied by the audit report of KPMG Peat Marwick LLP, independent public accountants with respect to Pinnacle, and (b) the unaudited consolidated balance sheet of Pinnacle and its Subsidiaries as of June 30, 1996 and the related unaudited consolidated statements of income, cash flows and changes in comparative form the figures stockholders' equity for the previous yearsix-month period then ended as reported in Pinnacle's Quarterly Report on Form 10-Q for the period ended June 30, 1996 filed with the SEC under the Exchange Act (the "Pinnacle June 30, 1996 Form 10-Q"). All The December 31, 1995 consolidated balance sheet of Pinnacle (including the related notes, where applicable) fairly presents the consolidated financial position of Pinnacle and its Subsidiaries as of the date thereof, and the other financial statements referred to in this Section 3.6 (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to recurring audit adjustments normal in nature and amount) the results of the consolidated operations and changes in stockholders' equity and consolidated financial position of Pinnacle and its Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth; each of such Financial Statements are true and correct and fairly presentstatements (including the related notes, where applicable) comply in all material respects, respects with applicable accounting requirements and with the consolidated financial condition published rules and regulations of the Financial Reporting Party 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 generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q. The books and records of Pinnacle and its Subsidiaries have been, and the consolidated results of their operations as at such dates and for such monthly periodsare being, maintained in all material respects in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet other applicable legal and related statements, accounting requirements and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingreflect only actual transactions.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy audited financial statements of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries Acquiring Fund for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearOctober 31, setting forth in each case in comparative form the figures for the previous year2005, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change accounting principles generally accepted in the consolidated business, operations or United States of America consistently applied and have been audited by Ernst & Young LLP. True and complete copies of such statements have been furnished to WM I. Such statementx xxxrly reflect the financial condition and the results of operations of the Financial Reporting Party Acquiring Fund as of such date and its consolidated Subsidiaries taken as a whole from that set forth the results of operations and changes in said Financial Statements nor is Seller aware of any state of facts which (without notice or net assets for the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsperiods indicated, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments liabilities of the Financial Reporting Party except Acquiring Fund whether actual or contingent and whether or not determined or determinable as heretofore of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of Acquiring Fund for the six months ended April 30, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by PIF. True and complete copies of such statements have been furnished to WM I. Such statementx xxxrly reflect the financial condition and the results of operations of the Acquiring 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 the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquiring Fund referred to above, liabilities incurred in the ordinary course of business subsequent to October 31, 2005, liabilities previously disclosed to Buyer and accepted by WM I and liabilities which in writingthe aggregate have not been and will not be materially adverse to the financial condition, results of operations, business or assets of the Acquiring Fund.

Financial Statements. The Financial Reporting Party There has heretofore been furnished to Buyer the Agent and each Lender a copy of its (a) consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date, and a consolidated statement of income and consolidating balance sheets cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year ended then ended, audited and certified by Ernst & Young, LLP or other independent certified public accountants of national standing reasonably satisfactory to the Annual Financial Statement Date Agent. In addition, there has been furnished to the Agent and the related each Lender unaudited consolidated balance sheets and unaudited consolidated statements of income and retained earnings and of cash flows for of the Financial Reporting Party Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Datequarter ending March 31, 2006. Such balance sheets and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth have been prepared in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct accordance with GAAP and fairly present, present in all material respects, respects the consolidated financial condition of the Financial Reporting Party Borrower as at the close of business on the date thereof and the results of operations for the fiscal period then ended, subject to year-end audit adjustments and the absence of footnotes with respect to the quarterly financial statements. There are no contingent liabilities of the Borrower or any of its Subsidiaries as of such dates involving material amounts, known to the officers of the Borrower, which were not disclosed in such balance sheets and the notes related thereto, subject to year-end audit adjustments and the absence of footnotes with respect to quarterly financial statements. There has been furnished to the Agent and each Lender a pro forma consolidated balance sheet of the Borrower and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periodsthe Balance Sheet Date, all in accordance with GAAP applied adjusted to give effect on a consistent basis. Since pro forma basis to the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition acquisition of the Financial Reporting Party Borrower and its Subsidiaries by the Fortress Investment Group. Such pro forma consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and was prepared in good faith based upon assumptions believed to be reasonable at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingsuch time.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished provided to Buyer a copy of its (a) consolidated and consolidating balance sheet the Administrative Agent and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and Documentation Agent the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party SSH(i) Alarmguard Holdings and its Subsidiaries and (ii) Borrower and its Subsidiaries, each dated as of December 31, 1996, and related footnotes, audited and certified by Ernst & Young, LLP. Borrower has also provided to the Administrative Agent and the Documentation Agent the internally prepared consolidated Financial Statements of (i) Borrower and its Subsidiaries and (ii) the Direct Marketing Program and the Dealer Program, each dated as of November_________ __,30, 1997, certified by a Responsible Officer but subject, however, to normal, recurring year-end adjustments that shall not in the aggregate be material in amount. All Financial Statements of any Credit PartyBorrower heretofore provided to the Administrative Agent and the Documentation Agent present fairly the financial condition and results of their business operations as at such dates and of the Persons covered thereby for such monthly periods, all the periods indicated in accordance with GAAP applied on a consistent basisGAAP. Neither Alarmguard Holdings, Borrower nor any of their Subsidiaries has any material direct or contingent liabilities, liabilities for taxes, unusual commitments or unrealized or unanticipated losses not disclosed in such Financial Statements. Since the Annual date of the latest dated consolidated balance sheet included in the Financial Statement DateStatements specified in this Section 4.7., there has been no material adverse change in the consolidated business, operations development or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts event which (without notice or the lapse of time) would could reasonably be reasonably likely to result in any such material adverse change or would be reasonably likely expected to have a Material Adverse Effect. The Financial Reporting Party does not haveEffect and no Dividends have been declared or made to stockholders, on the Annual Financial Statement Datenor has any of its Capital Stock been purchased or acquired by any Person in any manner nor has Alarmguard Holdings, SSH, Borrower or any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from of their Subsidiaries made any loans, advances or other commitments of the Financial Reporting Party Investment except as heretofore disclosed to Buyer in writingset forth on Schedule 4.7 attached hereto.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Complete copies of the Company and its (a) Subsidiaries’ unaudited consolidated and consolidating financial statements consisting of the consolidated balance sheet of the Company and its Subsidiaries as at December 31 in each of the consolidated years 2019, 2018 and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date 2017 and the related consolidated statements of income and retained earnings earnings, members’ equity and of cash flows flow for the years then ended (the “Annual Financial Reporting Party Statements”), and consolidated unaudited financial statements consisting of the balance sheet of the Company and its consolidated Subsidiaries for such fiscal yearas at September 30, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, 2020 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the nine-month period then ended (the “Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such quarterly fiscal periodtogether with the Annual Financial Statements, setting forth the “Financial Statements”) are included in each case in comparative form the figures for the previous yearDisclosure Schedules. All such The Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those presented in the Annual Financial Statement DateStatements). The Financial Statements are based on the books and records of the Company and its Subsidiaries, there has been no material adverse change in and fairly present the consolidated business, operations or financial condition of the Financial Reporting Party Company and its consolidated Subsidiaries taken as a whole from that of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company and its Subsidiaries as of December 31, 2019 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company and its Subsidiaries as of September 30, 2020 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Except as set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments Section 3.6 of the Financial Reporting Party except as heretofore disclosed to Buyer Disclosure Schedules, the Company maintains a standard system of accounting established and administered in writingaccordance with GAAP.

Financial Statements. The Financial Reporting Party has heretofore furnished Journal Register Parties shall furnish to Buyer Purchaser (i) within thirty (30) days after the end of each monthly accounting period (except for the periods ending on a copy of its (a) consolidated quarter or year end commencing with the period ending July 30, 2000), an unaudited internal profit and consolidating loss statement and balance sheet of the Suburban Journals for such period, and the consolidated year to date results for the period ended at the end of such period (the "MONTHLY FINANCIAL STATEMENTS"), (ii) within forty-five (45) days after the end of each quarterly accounting period, commencing with the quarter ended June 25, 2000, an unaudited internal profit and consolidating loss statement and balance sheets sheet of its consolidated Subsidiaries for the Suburban Journals as of the end of such period (the "QUARTERLY FINANCIAL STATEMENTS") and (iii) within 102 days after the end of each fiscal year, commencing with the fiscal year ended December 31, 2000 an unaudited internal profit and loss statement and balance sheet of the Annual Suburban Journals as of the end of such period (the "YEAR-END FINANCIAL STATEMENTS"). The Monthly Financial Statement Date Statements, the Quarterly Financial Statements and the related consolidated statements of income and retained earnings and of cash flows for Year End Financial Statements to be delivered by the Financial Reporting Party and its consolidated Subsidiaries Journal Register Parties hereunder shall be on a comparative basis with the corresponding periods for such year. Purchaser acknowledges that the Journal Register Companies have changed their financial reporting from a calendar year basis to a 52/53 week fiscal yearyear basis effective as of December 26, setting forth in each case in 1999 and, therefore, the comparative form the figures for the previous yearfinancial statements to be provided under this Section 7.1(a) are affected by such change and are not directly comparative. Except as noted thereon, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateStatements shall be consistent with the information provided by the Suburban Journals to Journal Register on a monthly basis. Except as noted thereon, the Quarterly Financial Statements shall be prepared consistent with past practice and consistent with the results for the Suburban Journals which are reflected in Journal Register's consolidated results for such quarter. Except as noted thereon, the Year-End Financial Statements shall be prepared in accordance with GAAP, consistent with past practice and will fairly present the results of operations and the related consolidated statements financial condition as of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, periods therein described in all material respects, . The Journal Register Parties shall also furnish to Purchaser any other information concerning the consolidated financial condition and operations of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations Suburban Journals as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be Purchaser may reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingrequest.

Financial Statements. The Premier Parties made available to Buyer in the Data Room the following financing schedules related to the B&I GPO Business, copies of which are attached as Section 2.3 of the Disclosure Schedule: (i) a statement of unaudited contract asset and related estimated member fee share liability associated with the Contributed Assets for the twelve (12) month period ended December 31, 2022 (“Reference Date”), (ii) a statement of unaudited gross administrative, associated fee share and related net revenue data by Member and Supplier on an earned basis for the Contributed Assets for the twelve (12) month period ended on the Reference Date and on a processed basis for the Contributed Assets for the twelve (12) month period ended on April 30, 2023 and (iii) a statement of payroll and other employee expenses associated with the employees dedicated to the B&I GPO Business for the twelve (12) month period ended on the Reference Date (the “Financial Statements”). The Financial Reporting Party has heretofore furnished to Buyer a copy of its Statements (a) consolidated have been prepared in accordance with the Accounting Practices and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries Procedures, consistently applied (except for the fiscal year ended absence of footnotes), and normal recurring year-end adjustments (the Annual Financial Statement Date and effect of which would not reasonably be expected, individually or in the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearaggregate, setting forth in each case in comparative form the figures for the previous yearto be material), with the opinion thereon of an Approved CPA and (b) consolidated are consistent with the books and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period records of the Financial Reporting Party ended on the Monthly Financial Statement DatePremier Parties, as applicable (which books and the related consolidated statements of income records are complete and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, accurate in all material respects). The Financial Statements fairly present in all material respects the financial position and results of operations of the assets and asset contract liabilities associated with amounts included in the Contributed Assets and as of the dates and for the periods specified. The Premier Parties have made and kept (and given access or made available to Buyer) true, correct and complete books and records and accounts, which accurately reflect, in reasonable detail, financial statements regarding the consolidated assets and asset contract liabilities associated with amounts included in the Contributed Assets in all material respects. The books and records of account and other financial condition records of the Premier Parties to all of which Xxxxx has been given access or have been made available, are complete and correct in all material respects and represent actual, bona fide transactions and have been maintained in accordance with sound business practices. Each of the Premier Parties maintains Financial Reporting Controls. In the past three (3) years, (i) there has not been any change in the Financial Reporting Party Controls used by any of the Premier Parties that has materially affected such Financial Reporting Controls, and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, (ii) there has been no material adverse change deficiency in the consolidated business, operations or financial condition of the Financial Reporting Controls that has materially affected the ability of the Premier Parties to record, process, summarize or report financial information. No Premier Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware has received written or, to the Knowledge of the Company, oral notice of any state complaint, allegation, assertion or claim regarding any material issues regarding accounting practices, procedures, methodologies or methods of facts which (without notice any Premier Party or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Controls thereof with respect to the B&I GPO Business, including any written or, to the Knowledge of the Company, oral complaint, allegation, assertion or claim that the any Premier Party except has engaged in questionable or improper accounting practices with respect to the B&I GPO Business. Except as heretofore disclosed set forth on Section 2.3(b) of the Disclosure Schedule, the Financial Statements do not include any contract asset, administrative fees or net revenue data related to Buyer in writingany members, channel partners or sponsors located, or group purchasing organization business or cooperating purchasing programs operated, outside of the United States of America or any business with a federal Governmental Authority.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet of FiberMark and the consolidated its Subsidiaries as of December 31, 1997 and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and December 31, 1998, the related consolidated statements of income income, statements of stockholders' equity (deficit) and retained earnings and statements of cash flows of FiberMark for the Financial Reporting Party Fiscal Years then ended, and its consolidated Subsidiaries for such fiscal yearthe accompanying footnotes, setting forth in each case in comparative form the figures for the previous year, together with the opinion thereon thereon, dated February 5, 1999, of an Approved CPA and (b) consolidated and consolidating balance sheet and KPMG LLP, independent certified public accountants, copies of which have been furnished to the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateLenders, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true complete and correct and fairly present, in all material respects, present the consolidated financial condition of the Financial Reporting Party FiberMark and its Subsidiaries and the consolidated results of their operations as at such dates and the results of the operations of FiberMark and its Subsidiaries for the periods covered by such monthly periodsstatements, all in accordance with GAAP applied on a consistent basisconsistently applied. Since the Annual Financial Statement Date, there has been There are no material adverse change in the consolidated business, operations or financial condition liabilities of the Financial Reporting Party FiberMark and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirectSubsidiaries, fixed or contingent, matured which are material but are not reflected in the financial statements or unmaturedin the notes thereto, known or unknownother than liabilities arising in the ordinary course of business since December 31, 1998 . No information, exhibit, or report furnished by FiberMark and its Subsidiaries to the Agent or any Lender in connection with the negotiation of this Financing Agreement contained any material misstatement of fact or omitted to state a material fact or any fact necessary to make the statements contained therein not materially misleading. The consolidated unaudited balance sheet of FiberMark and its Subsidiaries as of June 30, 1999, the related statements of income, statements of stockholders' equity (deficit) and statements of cash flows of such entities for the six-month periods then ended, and the accompanying footnotes, copies of which have been furnished to the Lenders, are complete and correct and fairly present the financial condition of FiberMark and its Subsidiaries, as at such dates and the results of the operations of FiberMark and its Subsidiaries for the periods covered by such statements, all in accordance with GAAP consistently applied. There are no liabilities for taxesof FiberMark and its Subsidiaries, long-term leases fixed or unusual forward contingent, which are material but not reflected in the financial statements or long-term commitments not disclosed byin the notes thereto, other than liabilities arising in the ordinary course of business since June 30, 1999. No information, exhibit, or reserved against in, said balance sheet report furnished by FiberMark and related statements, and at its Subsidiaries to the present time there are no Agent or any Lender in connection with the negotiation of this Financing Agreement contained any material unrealized misstatement of fact or anticipated losses from omitted to state a material fact or any loans, advances or other commitments of fact necessary to make the Financial Reporting Party except as heretofore disclosed to Buyer in writingstatements contained therein not materially misleading.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Complete copies of its (a) consolidated the audited financial statements consisting of the statements of net position of the Business as at December 31, 2017 and consolidating balance sheet December 31, 2016 and the consolidated statements of revenues, expenses and consolidating balance sheets changes in net position and statements of its consolidated Subsidiaries for cash flows in each of the fiscal year ended years ending December 31, 2017 and December 31, 2016 (the Annual “Audited Financial Statement Date Statements”), and unaudited financial statements consisting of the statement of net position of the Business as at [DATE OF MOST RECENT QUARTER END] and the related consolidated statements of income revenues, expenses and retained earnings changes in net position and statements of cash flows for the [three-/six-/nine- month] period then ended (the “Interim Financial Reporting Party Statements” and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, together with the opinion thereon of an Approved CPA and (bAudited Financial Statements, the “Financial Statements”) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearhave been delivered to Buyer. All such The Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since basis throughout the Annual Financial Statement Dateperiod involved, there has been no material adverse change subject, in the consolidated businesscase of the Interim Financial Statements, operations or 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 Financial Statements are based on the books and records of the Business, and fairly present the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated. The statement of net position of the Business as of December 31, 2017 is referred to herein as the “Balance Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Business as of [DATE OF MOST RECENT FISCAL QUARTER END] is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. Seller maintains a standard system of accounting for the Business established and administered in accordance with GAAP. Each statement of net position of the Business included in the Updated Financial Reporting Party Statements delivered to Buyer will fairly present in all material respects, the financial position of the Business as of its date and its consolidated Subsidiaries taken as a whole from that each of the statements of revenues, expenses and changes in net position and statements of cash flows will fairly present in all material respects, the information set forth therein for the Business, and in said Financial Statements nor is Seller aware each case, will be prepared in accordance with GAAP consistently applied during the periods involved, except, in the case of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related unaudited financial statements, and at the present time there are no material unrealized or anticipated losses absence of notes (that, if presented, would not differ materially from any loans, advances or other commitments of those presented in the most recent audited financial statements delivered as Updated Financial Reporting Party except as heretofore disclosed to Buyer in writingStatements).

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer the Administrative Agent the following financial statements, certified by a copy principal financial officer of its the Borrower: (ai) a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of December 31 in each of the consolidated two fiscal years of the Borrower most recently completed prior to the date as of which this representation is made or repeated (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income income, cash flows and retained earnings a consolidated statement of shareholders’ equity of the Borrower and its Subsidiaries for each such year, all reported on by KPMG LLP or another nationally recognized public accounting firm; and (ii) a consolidated balance sheet of the Borrower and its Subsidiaries as of 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 comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and a consolidated statement of shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Borrower. All of the financial statements delivered to the Administrative Agent pursuant to this Section 4.2 (including any related schedules and/or notes) are true and correct in all material respects (subject, as to interim statements, to changes resulting from audits and year-end adjustments), have been prepared in accordance with GAAP consistently followed throughout the periods involved and show all liabilities, direct and contingent, of the Borrower and its Subsidiaries required to be shown in accordance with such principles. The balance sheets fairly present the condition of the Borrower and its Subsidiaries as of the dates thereof, and the statements of income, cash flows and stockholders’ equity fairly present the results of the operations of the Borrower and its Subsidiaries and their cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearperiods indicated. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there There has been no material adverse change in the consolidated business, property or assets, condition (financial or otherwise) operations or financial condition prospects of the Financial Reporting Party Borrower and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or since the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments end of the Financial Reporting Party except as heretofore disclosed to Buyer in writingmost recent fiscal quarter for which financial statements have been furnished.

Financial Statements. The Financial Reporting Party FIG has heretofore furnished previously made available to Buyer a copy APAA copies of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party FIG and its consolidated Subsidiaries for such fiscal yearas of December 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA 1997 and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date1996, and the related consolidated statements of income income, changes in shareholders' equity and retained earnings and of cash flows for the Financial Reporting Party fiscal years 1997 and its consolidated Subsidiaries 1996, inclusive, as reported in FIG's Annual Report on Form 10-K for such quarterly the fiscal periodyear ended December 31, setting forth 1997 filed with the SEC under the Securities Exchange Act of 1934, as amended and the rules and regulations thereunder (collectively, the "Exchange Act"), in each case in comparative form accompanied by the figures for audit reports of KPMG Peat Marwick LLP (with respect to the previous yearyears ended December 31, 1997 and 1996), independent public accountants with respect to FIG. All such Financial Statements are true and correct and fairly presentPrior to the Closing, in all material respects, the consolidated financial condition FIG will deliver to APAA copies of the Financial Reporting Party unaudited consolidated balance sheet of FIG and its Subsidiaries and the related unaudited consolidated statements of income and cash flows as reported in FIG's Quarterly Report on Form 10-Q for each quarter period ended at least 45 days prior to the Closing. The consolidated balance sheets of FIG as of December 31, 1997 and 1996 (including the related notes, where applicable) fairly present the consolidated financial position of FIG and its Subsidiaries as of the dates thereof, and the other financial statements referred to in this Section 3.5 (including the related notes, where applicable) fairly present or will fairly present (subject, in the case of the unaudited statements, to recurring year end and audit adjustments normal in nature and amount) the results of their the consolidated operations and changes in shareholders' equity and consolidated financial position of FIG and its Subsidiaries for the respective fiscal periods or as at of the respective dates therein set forth; each of such dates statements (including the related notes, where applicable) comply (or will comply) in all material respects with applicable accounting requirements and for with the published rules and regulations of the SEC with respect thereto; and each of such monthly periodsstatements (including the related notes, where applicable) has been (or will be) prepared in all material respects in accordance with generally accepted accounting principles consistently applied ("GAAP") during the periods involved, except, in each case, as indicated in such statements or in the notes thereto (or, in the case of unaudited statements, as permitted by Form 10-Q). The books and records of FIG and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet other applicable legal and related statements, accounting requirements and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingreflect only actual transactions.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated Arq has delivered to ADES true and consolidating balance sheet and complete copies of (i) the consolidated and consolidating balance sheets for Arq and its Subsidiaries as of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date December 31, 2020 and December 31, 2021 and the related consolidated statements of income and retained earnings and of cash flows for the years then ended (the “Arq Year-End Financial Reporting Party Statements”), and (ii) the balance sheet for Arq and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon as of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, most recent month end and the related consolidated statements of income and retained earnings and of cash flows for the 6-month period then ended (the “Arq Interim Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal periodStatements,” and, setting forth in each case in comparative form together with the figures for Arq Year-End Financial Statements, the previous year“Arq Financial Statements”). All such The Arq Year-End Financial Statements are true and correct have been prepared in accordance with IFRS applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present, present in all material respects, respects the consolidated financial condition position of the Financial Reporting Party Arq and its Subsidiaries at the respective dates thereof and the consolidated results of their operations as at such dates and cash flows for such monthly periods, all the periods indicated. The Arq Interim Financial Statements have been prepared in accordance with GAAP applied on the books and records of Arq, which have been maintained in a manner consistent basiswith historical practice, and fairly present in all material respects the consolidated financial position of Arq and its Subsidiaries at the respective dates thereof and the results of their operations and cash flows for the periods indicated. Since the Annual Financial Statement Date, there has been no material adverse change Except for obligations or liabilities incurred in the consolidated business, operations or financial condition Ordinary Course of Business since the date of the Financial Reporting Party Most Recent Balance Sheet, Arq and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any no liabilities, direct secured or indirectunsecured (whether absolute, fixed or contingent, matured or unmaturedaccrued, known or unknown, contingent or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsotherwise, and at whether due or to become due) that are not fully reflected or provided for on the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments Most Recent Balance Sheet. Since the date of the Financial Reporting Party except as heretofore disclosed to Buyer in writingMost Recent Balance Sheet, Arq and its Subsidiaries have not experienced any Arq Material Adverse Effect.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party FOC and its consolidated Subsidiaries for such fiscal yearas of December 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2003, and the related consolidated statements of income operations, changes in shareholders’ equity and retained earnings and of cash flows of FOC and its Subsidiaries for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal periodyear then ended, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and certified by Deloitte & Touche LLP, independent public accountants, fairly present, in all material respects, present the consolidated financial condition of the Financial Reporting Party FOC and its Subsidiaries as of such date and the consolidated results of their the operations as at of FOC and its Subsidiaries for the fiscal year ended on such dates and for such monthly periodsdate, all in accordance with GAAP applied GAAP. The unaudited consolidating balance sheets of FOC and its Subsidiaries as of December 31, 2003, and the related unaudited consolidating statements of operations, changes in shareholders’ equity and cash flows of FOC and its Subsidiaries for the fiscal year then ended, certified by the chief financial officer of FOC as having been prepared in accordance with GAAP, fairly present the consolidating financial condition of FOC and its Subsidiaries as of such date and the consolidating results of the operations of FOC and its Subsidiaries for the fiscal year ended on a consistent basissuch date. The unaudited consolidated balance sheet of FOC and its Subsidiaries as of September 30, 2004, and the unaudited consolidated statements of operations, changes in shareholders’ equity and cash flows of FOC and its Subsidiaries for the nine-month fiscal period then ended, delivered to the Lenders by FOC and certified (subject to normal year-end audit adjustments) by the chief financial officer of FOC as having been prepared in accordance with GAAP, fairly present the consolidated financial condition of FOC and its Subsidiaries as of such date and the consolidated results of the operations of FOC and its Subsidiaries for the nine-month fiscal period ended on such date, all in accordance with GAAP. Since the Annual Financial Statement DateSeptember 30, 2004 there has been no material and adverse change in the consolidated business, operations condition (financial or financial condition otherwise), operations, performance, properties or prospects of the Financial Reporting Party FOC or any Subsidiary. FOC and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such have no material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or contingent liabilities for taxes, long-term leases or unusual forward or long-term commitments not except as disclosed by, or reserved against in, said in such consolidated balance sheet and related statements, and at or the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingnotes thereto.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished to Buyer a copy of its Lenders (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its Borrower as at January 31, 1997 (on a consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date basis), January 31, 1996 (on a consolidated basis), January 31, 1995 (on a consolidated basis) and, June 30, 1994 and the related consolidated statements of income and retained earnings and of cash flows of Seller for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearyears then ended, setting forth in each case in comparative form the figures for the previous year, together with the opinion thereon of an Approved CPA notes thereto, audited by Deloitte & Touche, certified public accountants and (b) consolidated and consolidating a PRO FORMA balance sheet of Borrower and its Subsidiaries giving effect to the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period incurrence of the Financial Reporting Party ended on the Monthly Financial Statement DatePublic Debt, and the related consolidated projected statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party Borrower and its Subsidiaries for each of the fiscal years of Borrower ending January 31, 1998 through January 31, 2000, prepared by Borrower. The balance sheets and the consolidated results of their operations as at such dates and for such monthly periods, all statements described in clause (a) have been prepared in accordance with GAAP applied on a basis consistent with that of preceding periods (except as described therein), and fairly present the financial condition of Borrower and its Subsidiaries on a consolidated basis, as applicable as at said dates and the results of its operations for the years ended on said dates. The PRO FORMA balance sheet and projected statements of income and cash flows described in clause (b) have been prepared on a sound financial planning basis in accordance with GAAP applied on a basis consistent with that utilized in preparing the balance sheets and statements described in clause (a) (except as described therein) and the assumptions upon which such projections are based are reasonable. Borrower and its Subsidiaries have no indebtedness, contingent obligations or liabilities that should properly be reflected in a financial statement prepared in accordance with GAAP, except as specifically reflected in such financial statements. Since January 31, 1997, no event has occurred which has had a material adverse impact on the Annual Financial Statement Datecondition of Borrower and its Subsidiaries' (on a consolidated basis) operations, financial or otherwise, and there has been no material adverse change in the consolidated financial condition, business, prospects, assets, operations or properties of Borrower and its Subsidiaries' (on a consolidated basis) operations, and since such date no distributions have been declared or paid or made to the stockholders of Borrower. Since the dates of preparation of the financial statements described in clause (b) above, no event has occurred which has had a material adverse impact on the condition of the Financial Reporting Party Borrower and its Subsidiaries on a consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice basis, financial or the lapse of time) would be reasonably likely to result in any such otherwise, and there has been no material adverse change in the financial condition, business, prospects, assets, operations or properties of Borrower and its Subsidiaries on a consolidated basis as represented in the financial statements described in clause (b) or which would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, render any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingassumptions contained therein unreasonable.

Financial Statements. The Financial Reporting Party has Loan Parties have heretofore furnished to Buyer a copy of its the Lenders (a) the audited consolidated statement of financial condition and consolidating balance sheet consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the consolidated end of and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended December 31, 2015, audited by and accompanied by the Annual report of Deloitte & Touche LLP, independent registered public accounting firm, (b) the unaudited condensed and consolidated statement of financial condition and condensed and consolidated statements of operations, changes in partners’ capital and cash flows of Blackstone Group as of the end of and for the fiscal quarter ended June 30, 2016, certified by a Financial Statement Date Officer, (c) the unaudited consolidated statement of financial condition and the related consolidated statements of income and retained earnings and of cash flows as of the end of and for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearyear ended December 31, setting forth in each case in comparative form 2015 of the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet combined Guarantors and the Subsidiaries, substantially in the form delivered pursuant to the Existing Credit Agreement, (d) the unaudited condensed and consolidated statement of financial condition and consolidating balance sheets of its condensed and consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows as of and for the fiscal quarter ended June 30, 2016 of the combined Loan Parties and the Subsidiaries, in the form delivered pursuant to the Existing Credit Agreement and (e) a reconciliation prepared by a Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth Officer of the financial statements referred to in each case clause (a) to those referred to in comparative form the figures for the previous yearclause (c). All such Financial Statements are true and correct and Such audited financial statements fairly present, in all material respects, the consolidated financial condition position and results of operations of Blackstone Group and such unaudited condensed and consolidated financial statements fairly present, in all material respects, the condensed and consolidated financial position and results of operations of the Financial Reporting Party and its Subsidiaries combined Guarantors and the consolidated results Subsidiaries as of their operations as at such dates date and for such monthly periodsperiods presented. Such financial statements and the notes thereto disclose all material liabilities, all 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. Since the Annual Financial Statement Date, there has been no material adverse change except, in the consolidated businesscase of such unaudited financial statements, operations for the absence or financial condition incompleteness of footnotes and except as otherwise disclosed therein. The accounts of the Financial Reporting Party 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 consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or periodic reports filed with the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingSEC.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy audited financial statements of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries Acquiring Fund for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearOctober 31, setting forth in each case in comparative form the figures for the previous year2005, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change accounting principles generally accepted in the consolidated business, operations or United States of America consistently applied and have been audited by Ernst & Young LLP. True and complete copies of such statements have been furnished to WM SAM. Such statements xxirly reflect the financial condition and the results of operations of the Financial Reporting Party Acquiring Fund as of such date and its consolidated Subsidiaries taken as a whole from that set forth the results of operations and changes in said Financial Statements nor is Seller aware of any state of facts which (without notice or net assets for the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsperiods indicated, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments liabilities of the Financial Reporting Party except Acquiring Fund whether actual or contingent and whether or not determined or determinable as heretofore of such date that are required to be disclosed but are not disclosed in such statements. The unaudited financial statements of Acquiring Fund for the six months ended April 30, 2006 have been prepared in accordance with accounting principles generally accepted in the United States of America consistently applied by PIF. True and complete copies of such statements have been furnished to WM SAM. Such statements xxirly reflect the financial condition and the results of operations of the Acquiring 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 the Acquiring Fund whether actual or contingent and whether or not determined or determinable as of such date that are required to be disclosed but are not disclosed in such statements. There are no liabilities of any Acquiring Fund, whether actual or contingent and whether or not determined or determinable, other than liabilities disclosed or provided for in the financial statements of the Acquiring Fund referred to above, liabilities incurred in the ordinary course of business subsequent to October 31, 2005, liabilities previously disclosed to Buyer and accepted by WM SAM and liabilities xxxch in writingthe aggregate have not been and will not be materially adverse to the financial condition, results of operations, business or assets of the Acquiring Fund.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy Complete copies of its (a) the consolidated and consolidating audited financial statements of the Company, consisting of the balance sheet of the Company and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for as at December 31 in each of the fiscal year ended the Annual Financial Statement Date years 2014 and 2013 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the years then ended (the “Audited Financial Reporting Party Statements”), the consolidated unaudited financial statements of the Company, consisting of the balance sheet of the Company and its consolidated Subsidiaries for such fiscal yearas at December 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, 2015 and the related consolidated statements of income and retained earnings earnings, stockholders’ equity and of cash flows flow for the Financial Reporting Party year then ended and unaudited financial statements of the Company, consisting of the balance sheet of the Company and its consolidated Subsidiaries for such quarterly fiscal periodas at March 31, setting forth in each case in comparative form 2016 and the figures related statements of income and retained earnings, stockholders’ equity and cash flow for the previous yearthree-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered to Parent. All such The Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a consistent basis. Since basis throughout the Annual Financial Statement Dateperiods involved, there has been no material adverse change subject, in the consolidated businesscase of the Interim Financial Statements, operations or 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 Financial Statements are based on the books and records of the Acquired Companies, and fairly present in all material respects the financial condition of the Financial Reporting Party Acquired Companies as of the respective dates they were prepared and the results of the operations of the Acquired Companies for the periods indicated. The balance sheet of the Company and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor of December 31, 2015 is Seller aware of any state of facts which (without notice or referred to herein as the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on “Balance Sheet” and the Annual Financial Statement date thereof as the “Balance Sheet Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said ” and the balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except Company and its consolidated Subsidiaries as heretofore disclosed of March 31, 2016 is referred to Buyer herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date.” The Acquired Companies maintain a standard system of accounting established and administered in writingaccordance with GAAP.

Financial Statements. The Financial Reporting Party has heretofore furnished Acquired Companies have delivered or made available to Buyer a true and complete copy of its (a) consolidated and consolidating the audited balance sheet and statements of operations, change in stockholders’ equity (including the consolidated related notes) and consolidating balance sheets cash flow for each Acquired Company as of its consolidated Subsidiaries and for the fiscal year twelve months ended December 31, 2008 (the Annual “Year End Financial Statement Date Statements”), and a true and complete copy of the unaudited balance sheet, statement of operations, and change in stockholders’ equity for each Acquired Company as of and for the six months ended June 30, 2009 (the “Interim Financial Statements Date”) (collectively, the “Interim Financial Statements,” and, along with the Year End Financial Statements, the “Financial Statements”). The Financial Statements are attached to Section 4.6 of the Disclosure Schedule. The Financial Statements (i) are in accordance with the books and records of the Acquired Companies, (ii) have been prepared in accordance with GAAP consistently applied through the periods covered thereby and (iii) fairly present the assets, Liabilities required by GAAP to be set forth or reserved for on a balance sheet (including all reserves required under GAAP to be disclosed on a balance sheet) and financial position of the Acquired Companies as of the respective dates thereof and the related consolidated statements results of income and retained earnings and of cash flows operations for the period then ended (subject, in the case of the Interim Financial Reporting Party Statements, to immaterial year-end adjustments and its consolidated Subsidiaries for such fiscal year, setting the fact that there are no notes thereto). Except as set forth in each case in comparative form the figures Financial Statements, neither of the Acquired Companies has any Liabilities of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth or reserved for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating on a balance sheet and or the consolidated and consolidating balance sheets of its consolidated Subsidiaries notes thereto, which are not set forth or reserved for the quarterly fiscal period of in the Financial Reporting Party ended on Statements or the Monthly Financial Statement Date, and notes thereto. Nothing has come to the related consolidated statements attention of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for Sellers since such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All respective dates that would indicate that such Financial Statements are not true and correct and fairly present, in all material respects, the consolidated financial condition respects as of the Financial Reporting Party date hereof. Except as set forth on Section 4.6 of the Disclosure Schedule and its Subsidiaries and with respect to indemnity obligations of Acquired Companies under Contracts, no Acquired Company is a guarantor or otherwise liable for any Liability or obligation (including indebtedness) of any other Person. Except as set forth on Section 4.6 of the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement DateDisclosure Schedule, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken members equity as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at included in the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Interim Financial Reporting Party except as heretofore disclosed to Buyer in writingStatements.

Financial Statements. The Schedule 12.7 includes the following financial statements of Enviroq and its Subsidiaries (collectively the "Enviroq Financial Reporting Party has heretofore furnished to Buyer a copy of its Statements"): (ai) audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets and statements of its consolidated Subsidiaries income, changes in stockholders' equity, and cash flows as of and for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearMarch 30, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date1996, and the related fiscal year ended March 29, 1997 (the "Enviroq Most Recent Fiscal Year End") for Enviroq and its Subsidiaries; and (ii) unaudited consolidated balance sheets and statements of income income, and retained earnings and of cash flows (the "Enviroq Most Recent Financial Statements") as of and for the Financial Reporting Party three months and year to date periods ended September 27, 1997 (the "Enviroq Most Recent Fiscal Month End"), for Enviroq and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearSubsidiaries. All such The Enviroq Financial Statements are true and correct and fairly present, in all material respects, (including the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all notes thereto) have been prepared in accordance with GAAP applied on a consistent basis. Since basis throughout the Annual Financial Statement Date, there has been no material adverse change in periods covered thereby and present fairly the consolidated business, operations or financial condition of the Financial Reporting Party Enviroq and its consolidated Subsidiaries taken as a whole from of such dates and the results of operations of Enviroq and its Subsidiaries for such periods; provided, however, that set forth in said the Enviroq Most Recent Financial Statements nor is Seller aware of any state of facts are subject to normal recurring adjustments (which (without notice will not be material individually or in the lapse of timeaggregate) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effectand lack footnotes and other presentation items. The Financial Reporting Party does not have, on Without limiting the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments generality of the foregoing, the Enviroq Most Recent Financial Reporting Party except as heretofore disclosed Statements accurately reflect anticipated costs to Buyer complete all contracts or services pursuant to which Enviroq or any of its Subsidiaries have agreed to furnish products and services in writingaccordance with GAAP applied on a basis consistent with the Enviroq Financial Statements for the Enviroq Most Recent Fiscal Year End; provided, however, the Enviroq Most Recent Financial Statements do not reflect any provision for the payment of the Redemption Price to the holders of Enviroq Stock who shall accept the Redemption Offer.

Financial Statements. The Financial Reporting Party Presidio has heretofore furnished to Buyer a copy HCC correct and complete copies of its (ai) consolidated and consolidating balance sheet and the consolidated and consolidating audited balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date Presidio as of December 31, 2016, 2017 and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date2018, and the related consolidated audited statements of income income, shareholders’ equity and retained earnings and of cash flows for the years ended December 31, 2016, 2017 and 2018 (including any related notes and schedules thereto and the signed, unqualified opinion of Xxxxx LLP, its independent auditor) (“Presidio Audited Financial Reporting Party Statements”), (ii) an unaudited consolidated balance sheet of Presidio as of March 31, 2019, and its the related unaudited consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures statement of income for the previous yearperiod ended March 31, 2019 (the “Presidio Interim Financial Statements”), and (iii) the Call Report (including the financial statements therein) filed by Presidio for the periods ended December 31, 2018 and March 31, 2019. All such The Presidio Audited Financial Statements, the Presidio Interim Financial Statements, the financial statements contained in the Call Reports filed by Presidio for the periods ended December 31, 2018 and March 31, 2019 and any other Call Report filed by Presidio after the date of this Agreement, and the Monthly Financial Statements to be delivered by Presidio to HCC under Section 5.08(d) are referred to in this Agreement individually, as a “Presidio Financial Statement” and, collectively, as the “Presidio Financial Statements”. Presidio has also made available to HCC true and correct copies of each management letter or other letter delivered to Presidio by Xxxxx LLP in connection with the Presidio Audited Financial Statements or relating to any review of the internal controls of Presidio since December 31, 2015. The Presidio Financial Statements (i) have been or will be prepared according to GAAP or applicable regulatory accounting principles or banking regulations consistently applied, applied on a consistent basis throughout the periods involved, subject in the case of the unaudited interim financial statements, to normal year-end adjustments and the fact that they do not contain all of the footnote disclosures required by GAAP (the effect of which will not, individually or in the aggregate, be material) and complied in all material respects with applicable accounting requirements, (ii) fairly presentpresented in all material respects the financial position of Presidio at the respective dates thereof and the results of Presidio’s operations and, to the extent applicable, cash flows for the periods indicated therein, subject in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by GAAP and (iii) are consistent with the books and records of Presidio in all material respects, the consolidated financial condition of the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writing.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer Section 5.3(i) of the Seller Disclosure Letter contains a copy of its (a) consolidated and consolidating the audited balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated sheets, statements of income and retained earnings and of cash flows flow statements relating to the business conducted at the Property for the Financial Reporting Party twelve (12) month periods ended December 31, 2006 and its consolidated Subsidiaries for such fiscal yearDecember 31, setting forth in each case in comparative form 2007, as well as the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating unaudited balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows flow statements relating to the business conducted at the Property for the Financial Reporting Party three months ended March 31, 2007 and its consolidated Subsidiaries for such quarterly fiscal periodMarch 31, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects2008 (collectively, the consolidated “Financial Information”). Except as noted therein (and except, with respect to the unaudited quarterly financial condition statements, for normal period end adjustments and the lack of footnotes), the Financial Reporting Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all Information was prepared in accordance with GAAP applied (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the financial position of the business conducted at the Property as of their respective dates. Notwithstanding the foregoing, Buyer acknowledges that such Financial Information was prepared by Seller or its Affiliates for internal purposes, reflects allocation of some but not necessarily all costs incurred by Affiliates of Seller for its benefit, and that no representation or warranty is made that Buyer will be able to operate the Property for the costs reflected in the Financial Information. The audited balance sheet as of December 31, 2007 included in the Financial Information is referred to herein as the “Balance Sheet.” Except as noted therein (and except, with respect to the unaudited quarterly financial statements, for normal period end adjustments and the lack of footnotes), the Quarterly Financials and the Seller 2008 Audited Financials delivered pursuant to Section 7.23 will have been prepared in accordance with GAAP (except as may be indicated in the notes to such financial statements) and fairly present in all material respects the financial position of the business conducted at the Property as of their respective dates, and will be prepared on a consistent basisbasis with Seller’s past practice and the financial statements previously delivered by Seller, including, for the avoidance of doubt, with respect to the allocations contained therein. Since Notwithstanding the Annual Financial Statement Dateforegoing, there has Buyer acknowledges that such Quarterly Financials and Seller 2008 Audited Financials will have been no material adverse change in the consolidated businessprepared by Seller or its Affiliates for internal purposes, operations or may reflect allocation of some but not necessarily all costs incurred by Affiliates of Seller for its benefit (which allocation shall be consistent with prior financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statementsstatements delivered by Seller), and at that no representation or warranty is made that Buyer will be able to operate the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of Property for the Financial Reporting Party except as heretofore disclosed to Buyer costs reflected in writingsuch Quarterly Financials and Seller 2008 Audited Financials.

Financial Statements. (i) The Audited Financial Reporting Party has heretofore furnished Statements and the Interim Financial Statements are attached hereto as Schedule 5.10. The Audited Financial Statements, the Interim Financial Statements and any interim financial statements delivered pursuant to Buyer a copy of its Section 8.6, (a) consolidated have been or will be prepared based upon the books and consolidating balance sheet and records of the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearCompany, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated have been or will be prepared in accordance with GAAP (with respect to the GAAP Audited Financial Statements and consolidating balance sheet any interim financial statements delivered pursuant to Section 8.6) or accounting practices prescribed or permitted by the Florida Office of Insurance Regulation (with respect to the Statutory Audited Financial Statements and the consolidated Interim Financial Statements), and, to the extent consistent with GAAP (with respect to the GAAP Audited Financial Statements and consolidating balance sheets any interim financial statements delivered pursuant to Section 8.6) or accounting practices prescribed or permitted by the Florida Office of its consolidated Subsidiaries for Insurance Regulation (with respect to the quarterly fiscal period of Statutory Audited Financial Statements and the Interim Financial Reporting Party ended on Statements), have been or will be prepared consistent with the Monthly Financial Statement DateCompany’s past accounting practices, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period(c) fairly present, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and or will fairly present, in all material respects, respects the consolidated financial condition position of the Financial Reporting Party and its Subsidiaries Company as of the respective dates thereof and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition cash flows of the Company for the periods covered thereby; provided, however, that (1) the Interim Financial Reporting Party Statements and its consolidated Subsidiaries any interim financial statements delivered pursuant to Section 8.6 are or will be subject to normal year-end adjustments and the absence of footnote disclosure and other presentation items, (2) neither the Interim Financial Statements nor the interim financial statements delivered pursuant to Section 8.6 present or will present the results of cash flows of the Company, and (3) the supplemental schedules of selected statutory basis financial data accompanying the Statutory Audited Financial Statements have been presented to comply with the National Association of Insurance Commissioners Annual Statement Instructions and are not a required part of the Statutory Audited Financial Statements and the information presented therein is fairly stated in all material respects in relation to the statutory basis financial statements taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingwhole.

Financial Statements. The Financial Reporting Party LGI has heretofore furnished delivered to Buyer a copy of Purchaser its (a) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets unaudited financial statements as of its consolidated Subsidiaries September 30, 2011 (“Interim Statements”), (b) audited financial statements for the fiscal year ended 2010 (“2010 Statements”) and (c) unaudited financial statements as of December 31, 2011 (“2011 Statements”), in each case including a balance sheet, income statement and statement of cash flows (collectively, the Annual “Financial Statement Date Statements”). The 2010 Statements have been prepared in accordance with GAAP, except as may be otherwise specified therein or in the notes thereto, and fairly present in all material respects the financial condition and operating results of LGI and its consolidated subsidiaries as of December 31, 2010, and for the fiscal year then ended. The Interim Statements have been prepared in accordance with GAAP, except as may be otherwise specified therein or in the notes thereto and except that the Interim Statements may not contain all footnotes required by GAAP or may be condensed or summary statements, and fairly present in all material respects the financial position of LGI and its consolidated subsidiaries as of September 30, 2011 and the related consolidated statements results of income operations and retained earnings and of cash flows for the Financial Reporting Party three- and nine-month periods then ended, subject to normal, year-end audit adjustments. The 2011 Statements have been internally prepared, are unaudited, do not have footnotes, and are subject to year-end adjustments. To the best knowledge of LGI, but subject to the foregoing limitations, the 2011 Statements fairly present in all material respects the financial position of LGI and its consolidated Subsidiaries for such fiscal yearsubsidiaries as of December 31, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet 2011 and the consolidated results of operations and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party fiscal year then ended, subject to normal, year-end adjustments and its consolidated Subsidiaries inclusion of notes necessary for such quarterly fiscal period, setting fair presentation and disclosure. Except as set forth in each case in comparative form the figures for the previous year. All such Financial Statements are true or in any of the Disclosure Schedules, LGI has no material liabilities or obligations, contingent or otherwise, other than (a) liabilities incurred in the ordinary course of business subsequent to December 31, 2011, (b) obligations under contracts and correct commitments incurred in the ordinary course of business, and fairly present(c) liabilities and obligations of a type or nature not required under generally accepted accounting principles to be reflected in the Financial Statements, which, in all material respectssuch cases, the consolidated financial condition of the Financial Reporting Party individually and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) aggregate would be reasonably likely to result in any such material adverse change or would be reasonably likely to not have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet LGI maintains and related statements, will continue to maintain accounting policies and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed procedures that conform to Buyer in writingGAAP.

Financial Statements. The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated CBI has delivered to SYBT true and consolidating balance sheet and complete copies of (i) the consolidated audited statements of financial condition (including related notes and consolidating balance sheets schedules, if any) of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date CBI as of December 31, 2020 and the related audited statements of income, shareholders’ equity and cash flows (including related notes and schedules, if any) for the years ended December 31, 2020 and 2019 (the “CBI Audited Financial Statements”) and (ii) the monthly consolidated unaudited balance sheets and related statements of income (including related notes and retained earnings and schedules, if any) of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries CBI for the quarterly fiscal period periods beginning on January 1, 2021 and ending on the last day of the month immediately preceding the month in which the Effective Time occurs (the “CBI Interim Financial Reporting Party ended on Statements”) (the Monthly CBI Audited Financial Statement DateStatements and CBI Interim Financial Statements, collectively, the “CBI Financial Statements”). The CBI Financial Statements (including the related notes, where applicable) (i) have been prepared from, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth are in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly presentaccordance with, in all material respects, the consolidated financial condition books and records of CBI and the Financial Reporting Party and its Subsidiaries and CBI Subsidiaries, (ii) fairly present in all material respects the consolidated results of their operations operations, cash flows, changes in shareholders’ equity and consolidated financial position of CBI and the CBI Subsidiaries for the respective fiscal periods or as at such of the respective dates therein set forth (subject in the case of unaudited statements to year-end audit adjustments normal in nature and for such monthly periodsamount), (iii) complied in all material respects with applicable regulatory accounting requirements, and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in the statements or in the notes thereto. The books and records of CBI and the CBI Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions. Xxxxx LLP has not resigned (or informed CBI that it intends to resign) or been dismissed as independent public accountants of CBI as a result of or in connection with any disagreements with CBI on a consistent basis. Since the Annual Financial Statement Datematter of accounting principles or practices, there has been no material adverse change in the consolidated business, operations financial statement disclosure or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice auditing scope or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingprocedure.

Financial Statements. The Financial Reporting Party Borrower has heretofore furnished delivered to Buyer a copy Lender copies of its the (aA) consolidated and consolidating balance sheet financial statements of Parent, Borrower, and the consolidated Subsidiaries as of and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended or other period ending December 31, 2000, audited by its certified public accountants; (B) the Annual Financial Statement Date and the related unaudited consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal yearParent, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateBorrower, and the related consolidated statements Subsidiaries as of income and retained earnings and of cash flows for the Financial Reporting Party nine month period ending September 30, 2001; and its consolidated Subsidiaries (C) unaudited statements for such quarterly fiscal periodBorrower and Bank, setting forth in each case in comparative form the figures on an unconsolidated basis as of and for the previous yearnine month period ending September 30, 2001 (collectively, the “2000 Statements”). All such Financial Statements of these financial statements are true and correct correct, are in accordance with the respective books of account and fairly present, in all material respects, the consolidated financial condition records of the Financial Reporting Party such Persons and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all have been prepared in accordance with GAAP applied on a basis consistent basiswith prior periods, and fairly and accurately present the financial condition of such Persons and their assets and liabilities and the results of their operations as of such date. Since the Annual Financial Statement DateDecember 31, 2000, there has been no material adverse change in the consolidated financial condition, business, properties or operations of Borrower, Parent or any of the Material Subsidiaries. In addition, Borrower has delivered to Lender copies of the reports of condition and income (hereinafter referred to as “call reports”) filed by the Bank for the period ending December 31, 2000, and copies of H-(b)11 Reports filed by Parent and Borrower for the period ending September 30, 2001 (such call reports and H-(b)11 Reports, together with the 2000 Statements, the “Financial Statements”). Each of such reports filed by Parent, Borrower, or the Bank with any Governmental Authority is true and correct and is in accordance with the respective books of account and records of Borrower, Parent and the Bank, and has been prepared in accordance with applicable banking regulations, rules and guidelines on a basis consistent with prior periods, and fairly and accurately presents in all material respects the financial condition of Borrower, Parent and the Financial Reporting Party Bank and its consolidated Subsidiaries taken their respective assets and liabilities and the results of their respective operations as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effectdate. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities Statements contain and reflect provisions for taxes, long-term leases or unusual forward or long-term commitments not disclosed byreserves and other liabilities of Borrower, or reserved against in, said balance sheet Parent and related statements, and at the present time there are no material unrealized or anticipated losses from Subsidiaries in accordance with GAAP. Neither Borrower nor Parent nor any loans, advances or other commitments of the Subsidiaries has any material debt, liability or obligation of any nature (whether accrued, contingent, absolute or otherwise) which is not provided for or disclosed in the Financial Reporting Party except as heretofore disclosed to Buyer in writingStatements.

Financial Statements. The Financial Reporting Party has heretofore furnished Sellers have delivered to Buyer a copy of its Buyer: (a) audited consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its the Acquired Companies as of December 31 in each of the years 1997 through 1999 and the related audited statement of income, changes in stockholders' equity, and cash flow for each of the fiscal years from 1997 through 1999 together with the report thereon of Hauxxxx & Tayxxx, xndependent certified public accountants, (b) an audited consolidated Subsidiaries balance sheet for the Acquired Companies as of December 31, 2000 (including the notes thereto, the "BALANCE SHEET"), and the related statements of income, changes in stockholders' equity, and cash flow for the fiscal year ended then ended, together with the Annual Financial Statement Date report thereon of Hauxxxx & Tayxxx, xndependent certified public accountants, and (c) an unaudited consolidated -12- 17 balance sheet of each Acquired Company as of May 31, 2001 (the "INTERIM BALANCE SHEET") and the related consolidated unaudited statements of income income, changes in stockholders' equity, and retained earnings and of cash flows flow for the Financial Reporting Party and its consolidated Subsidiaries for such fiscal year5 months then ended, setting forth including in each case in comparative form the figures for notes thereto; provided, however, that it is hereby understood and agreed by Sellers and Buyer that Sellers shall deliver the previous year, with Interim Balance Sheet to Buyer within ten (10) Business Days following the opinion thereon full execution and delivery of an Approved CPA and (b) consolidated and consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period this Agreement. The financial statements of the Financial Reporting Party ended on the Monthly Financial Statement Date, and the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements Acquired Companies (i) are a true and correct and fairly present, in all material respects, reflection of the consolidated financial condition of the Financial Reporting Party Acquired Companies in all material respects as of the dates therein; (ii) were prepared on an accrual basis, (iii) were prepared in accordance with the books and its Subsidiaries records of the Acquired Companies, (iv) fairly present in all material respects the Acquired Companies' financial condition and the consolidated results of their operations as at such the relevant dates thereof and for such monthly periodsthe years or periods covered thereby, (v) contain and reflect all in accordance with GAAP applied on necessary adjustments and accruals for a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or fair presentation of their financial condition and the results of their operations for the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any periods covered by such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related financial statements, and at (vi) contain and reflect reasonable provisions for reserves and for all reasonably anticipated liabilities for all taxes, federal, state, or local, with respect to the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingperiods then ended and all prior periods.

Financial Statements. The Financial Reporting Party has heretofore furnished If Borrower is a private company, it shall deliver to Buyer a copy of its Agent and Lenders (a) unaudited consolidated and and, if available, consolidating balance sheet and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date and the related consolidated sheets, statements of income operations and retained earnings cash flow statements within 30 days of each month end, in a form acceptable to Agent and of cash flows for the Financial Reporting Party Lenders and its consolidated Subsidiaries for such fiscal yearcertified by Borrower’s president, setting forth in each case in comparative form the figures for the previous yearchief executive officer or chief financial officer, with the opinion thereon of an Approved CPA and (b) its complete annual audited consolidated and, if available, consolidating financial statements prepared under GAAP and certified by an independent certified public accountant selected by Borrower and satisfactory to Agent and Lenders within 120 days of the fiscal year end or, if sooner, at such time as Borrower’s Board of Directors receives the certified audit. If Borrower is a publicly held company, it shall deliver to Agent and Lenders quarterly unaudited consolidated and, if available, consolidating balance sheet sheets, statements of operations and the cash flow statements and annual audited consolidated and and, if available, consolidating balance sheets sheets, statements of its consolidated Subsidiaries for operations and cash flow statements, certified by a recognized firm of certified public accountants, within 5 days after the quarterly fiscal period of statements are required to be provided to the Financial Reporting Party ended on the Monthly Financial Statement DateSEC, and the related if Agent requests, Borrower shall deliver to Agent and Lenders monthly unaudited consolidated and, if available, consolidating balance sheets, statements of income operations and retained earnings and cash flow statements within 30 days after the end of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous yearmonth. All such Financial Statements statements are true and correct and fairly presentto be prepared using GAAP (subject, in all material respectsthe case of unaudited financial statements, to the absence of footnotes and normal year end audit adjustments) and, if Borrower is a publicly held company, are to be in compliance with applicable SEC requirements. All financial statements delivered pursuant to this Section 6.3 shall be accompanied by a compliance certificate, signed by the chief financial officer of Borrower, in the form attached hereto as Exhibit D, and a management discussion and analysis that includes a comparison to budget for the respective fiscal period and a comparison of performance for such fiscal period to the corresponding period in the prior year. Borrower shall deliver to Agent and Lenders (i) as soon as available and in any event not later than 45 days after the end of each fiscal year of Borrower, an annual operating plan for Borrower, on a consolidated and, if available, consolidating basis, approved by the Board of Directors of Borrower, for the current fiscal year, in form and substance approved by the Board of Directors of Borrower and (ii) such budgets, sales projections, or other financial condition information as Agent or any Lender may reasonably request from time to time generally prepared by Borrower in the ordinary course of business. All financial statements delivered pursuant to this Section 6.3 shall be accompanied by copies of the Financial Reporting bank statements for each deposit account and securities account maintained by any Loan Party and its Subsidiaries and the consolidated results of their operations as at such dates and for such monthly periods, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Date, there has been no material adverse change in the consolidated business, operations or financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken as a whole from that set forth in said Financial Statements nor is Seller aware of any state of facts which (without notice or the lapse of time) would be reasonably likely to result in any such material adverse change or would be reasonably likely to have a Material Adverse Effect. The Financial Reporting Party does not have, on the Annual Financial Statement Date, any liabilities, direct or indirect, fixed or contingent, matured or unmatured, known or unknown, or liabilities for taxes, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said balance sheet and related statements, and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments of the Financial Reporting Party except as heretofore disclosed to Buyer in writingmost recently ended calendar month.

Financial Statements. (i) The Financial Reporting Party has heretofore furnished to Buyer a copy of its (a) consolidated and consolidating balance sheet and the consolidated and consolidating audited combined balance sheets of its consolidated Subsidiaries for the fiscal year ended the Annual Financial Statement Date Papetti's Hygrade and the Acquired Entities as of December 31, 1995 and 1994 and the unaudited balance sheets of Papetti's Hygrade as of July 31, 1996 and of the Acquired Entities as of September 30, 1996 and (ii) the related consolidated statements of income and retained earnings and the statements of cash flows for the Financial Reporting Party years and its consolidated Subsidiaries the periods then ended of Papetti's Hygrade and the Acquired Entities, together with the notes thereto, in the case of the audited financial statements for such fiscal year1995 certified by Coopers & Lybrxxx, setting forth X.L.P. and for 1994 certified by Ehrenkrantz & Company, in each case the independent certified public accountants of Papetti's Hygrade and the Acquired Companies, have been previously delivered by Papetti's Hygrade and the Acquired Entities to Michxxx. Xuch audited financial statements and the notes thereto were prepared in comparative form accordance with GAAP consistently applied during the figures for the previous yearyears covered by such audited financial statements, are in accordance with the opinion thereon books and records of an Approved CPA and (b) consolidated and consolidating balance sheet Papetti's Hygrade and the consolidated and consolidating balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of the Financial Reporting Party ended on the Monthly Financial Statement DateAcquired Entities, and present fairly the related consolidated statements of income and retained earnings and of cash flows for the Financial Reporting Party and its consolidated Subsidiaries for such quarterly fiscal period, setting forth in each case in comparative form the figures for the previous year. All such Financial Statements are true and correct and fairly present, in all material respects, the consolidated financial condition and results of the Financial Reporting Party and its Subsidiaries operations of Papetti's Hygrade and the consolidated results Acquired Entities as of their operations as at such dates and for such monthly periodsyears. All transactions between Papetti's Hygrade and the Acquired Entities, all in accordance with GAAP applied on a consistent basis. Since the Annual Financial Statement Dateone hand, there has and any of their respective Shareholders or Partners or their Affiliates, on the other hand, related to the business and operations of Papetti's Hygrade and the Acquired Entities (other than as related to compensation of any of the Shareholders or Partners, as applicable, who were employed by Papetti's Hygrade or any Acquired Entity during the years covered by the audited financial) have been no material adverse change included in the consolidated business, operations or applicable audited financial condition of the Financial Reporting Party and its consolidated Subsidiaries taken statements. Except as a whole from that set forth in said Financial Statements nor is Seller aware Schedule 4.4 hereto, the unaudited financial statements of any state Papetti's Hygrade and the Acquired Entities delivered pursuant to this Section 4.4 have been prepared by management of facts which (without notice or Papetti's Hygrade and the lapse Acquired Entities consistent with the accounting principles utilized in the preparation of time) would be reasonably likely the audited financial statements delivered pursuant to result in any this Section 4.4 and, to the best knowledge of Papetti's Hygrade and each of the Acquired Entities, present fairly the financial condition and results of operations of Papetti's Hygrade and the Acquired Entities as of the date and for such material adverse change or would be reasonably likely to have a Material Adverse Effectperiods covered by such unaudited financial statements, except for the lack of complete explanatory footnote disclosures required by GAAP. The Financial Reporting Party does not haveAll transactions between Papetti's Hygrade and the Acquired Entities, on the Annual Financial Statement Dateone hand, and any liabilitiesof their respective Shareholders or Partners or their Affiliates, direct on the other hand, related to the business and operations of Papetti's Hygrade and the Acquired Entities (other than as related to compensation of any of the Shareholders or indirectPartners, fixed as applicable, who were employed by Papetti's Hygrade or contingentany Acquired Entity during the periods covered by the unaudited financial statements) have been included in the applicable unaudited financial statements. For purposes of this Agreement, matured or unmaturedthe "Balance Sheet" shall mean the combined balance sheets of Papetti's Hygrade at July 31, known or unknown1996 and of the Acquired Entities at September 30, or liabilities for taxes1996, long-term leases or unusual forward or long-term commitments not disclosed by, or reserved against in, said and the respective dates thereof are referred to in this Agreement as the "Balance Sheet Dates." Michxxx xxxther acknowledges that it has received an unaudited monthly balance sheet and related statements, an unaudited monthly statement of income for Papetti's Hygrade and at the present time there are no material unrealized or anticipated losses from any loans, advances or other commitments each of the Financial Reporting Party except as heretofore disclosed to Buyer in writingAcquired Entities for each month after the Balance Sheet Dates through January 31, 1997."