Common use of Financial Condition; No Material Adverse Change Clause in Contracts

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated balance sheet and statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor To the extent not available on the website xxx.xxxxxxxxx.xxx the Parent has heretofore furnished to the Administrative Agent (i) its Consolidated Lenders the Parent’s consolidated balance sheet and statements of income, shareholders shareholder’s equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal years ended December 31, 2010, 2011 and 2012, audited by and accompanied by an unqualified opinion of Xxxxxxxxx & Xxxxxxxxx, certified public accountants (Isr.) and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 2930, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)2013. Such financial statements, and all financial statements delivered pursuant to Section 5.01(a) or (b), (A) have been prepared in accordance with GAAP and (B) present fairly, fairly and accurately in all material respects, respects the consolidated financial position and results of operations and cash flows of the Guarantorbusinesses of the Parent and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject, in the case of (ii), to the absence of footnotes. (b) The Borrower has heretofore furnished to the Lenders (x) (i) the unaudited balance sheet and statement of income of the Borrower as of and for the period from its formation to December 31, 2011 and, (ii) the audited balance sheet and statement of income of the Borrower as of and for the fiscal year ended December 31, 2012. Such financial statements referred to in subclause (x) above, and all financial statements delivered pursuant to Section 5.01(c), (A) have been prepared in accordance with Japanese GAAP and (B) present fairly and accurately in all material respects the financial position and results of operations and cash flows of the businesses of the Borrower (in the case of the financial statements referred to in clause (x) above or Section 5.01(c)) as of such dates and for such periods in accordance with Japanese GAAP, subject, in the case of the financial statements referred to in clause clauses (x) (i) above, and to the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes. (c) Except with respect to any event or circumstance disclosed in the case of Parent’s public filings with the statements referred United States Securities and Exchange Commission prior to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) the Signing Date or in the case of the Separation Pro FormasParent’s FY 2014 Financial Outlook and Guidance Call which occurred on 10 December 2013, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing)Signing Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such datesince December 31, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions2012, there has been no material adverse change event, change, circumstance or occurrence that individually or in (i) the consolidated financial condition, business aggregate has had or operations of the Guarantor and its Subsidiaries, taken as could reasonably be expected to result in a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated balance sheet and statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare electronics related subsidiaries and businesses of the Guarantor, as described in the Healthcare Electronics Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H E Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Electronics Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Electronics Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare electronics business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated balance sheet and statements of income, shareholders shareholders’ equity and cash flows, flows as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated Consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the H Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Credit Parties have heretofore furnished delivered to the Administrative Agent and the Lenders the following financial statements: (i) its Consolidated the consolidated balance sheet sheets and statements of income, shareholders equity operations and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration StatementBorrower and its Subsidiaries, as of and for the fiscal year years ended September 29March 31, 20062000, reported on March 31, 2001, and March 31, 2002, audited and accompanied by Deloitte & Touche LLP, an opinion of the Borrower's independent public accountants and accountants; (iiiii) its pro forma combined the unaudited consolidated balance sheet and statements of income operations and cash flows of the Borrower and its Subsidiaries, as of such and for the fiscal year-to-date or for such periodperiod ended September 30, adjusted to give pro forma effect to the consummation of the Separation Transactions2002, certified by a Designated Financial Officer that such financial statements fairly present the financial condition of the Borrower and its chief financial officer (Subsidiaries as at such date and the “Separation Pro Forma”). Such results of the operations of the Borrower and its Subsidiaries for the period ended on such date and that all such financial statements, including the related schedules and notes thereto have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved, except as disclosed on SCHEDULE 5.4; and (Aiii) the projected consolidated balance sheets, statements of operations and cash flows, for the Borrower and its Subsidiaries for the fiscal years ended March 31, 2003 through March 31, 2007. Except as disclosed on SCHEDULE 5.4, such financial statements (except for the projections) present fairly, in all material respects, the respective consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case respective entities as of such date respective dates and for such period periods in accordance with GAAP and (B) in the case of the Separation Pro FormasGAAP, have been prepared in good faith by the Guarantor, based on assumptions used subject to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower year-end audit adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, footnotes in the case of such balance sheet, unaudited or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to statements. The projections were prepared by the other events Borrower in good faith and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementwere based on assumptions that were reasonable when made. (b) Since Except as disclosed on SCHEDULE 5.4, since September 2930, 2006, except for the Separation Transactions2002, there has been no material adverse change in (i) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of the Guarantor Borrower and its SubsidiariesSubsidiaries from that set forth in the September 30, taken as a whole or 2002 financial statements referred to in clause (ii) of paragraph (a) above. (c) Neither the healthcare business Borrower nor any of its Subsidiaries has on the Closing Date any contingent liabilities, liabilities for taxes, unusual forward or operations of long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to or reflected or provided for in the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of financial statements described in this Section 3.04(b)5.4 or in SCHEDULE 5.4 annexed hereto, a “material adverse change” shall not include any change or as otherwise permitted pursuant to this Agreement. (d) SCHEDULE 5.4(D) hereto contains the extent resulting solely from any Existing Indenture Covered Defaultcalculation of EBITDA and other financial information, including restructuring charges for the fiscal quarters ending March 31, 2002, June 30, 2002 and September 30, 2002.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Borrowers have heretofore furnished to the Administrative Agent Lenders (i) its Consolidated the audited consolidated balance sheet sheets and related consolidated statements of operations, comprehensive income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Parent Borrower and its consolidated Subsidiaries as of and for the fiscal year ended September 29August 3, 20062019, reported on by Deloitte & Touche LLP, independent public accountants and (iiiB) its pro forma combined the unaudited consolidated balance sheet sheets and related consolidated statements of operations, comprehensive income and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such date or and for such period, adjusted to give pro forma effect to the consummation each of the Separation Transactionsfiscal quarters and the portions of the fiscal year ended November 2, certified by its chief financial officer (the “Separation Pro Forma”)2019 and February 1, 2020 . Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorParent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29the Petition Date, 2006, except for other than those customarily resulting from the Separation Transactionscommencement of the Cases and changes set forth in the Parent Borrower’s business plan delivered to the Ad Hoc Committee prior to the Petition Date, there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor and its Subsidiariescircumstance that has had, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b)would reasonably be expected to have, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated audited consolidated balance sheet and related statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, flows as of and for the fiscal year ended September 29December 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation 2021 of the Separation Transactions, certified by Borrower and its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) consolidated Subsidiaries theretofore made available to Lenders present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its consolidated Subsidiaries as of such date or for such period on a consolidated basis in accordance with GAAP consistently applied. (b) The unaudited consolidated balance sheet and related statements of income, equity and cash flows as of and for the fiscal quarter ended March 31, 2022 present fairly, in all material respects, the case of the statements referred to in clause (i) above, and the combined financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP as of such subsidiaries date or for such period consistently applied, subject to normal year-end audit adjustments and businessesthe absence of footnotes. (c) Beginning with the initial delivery of the financial information required under Section 5.01(a) and Section 5.01(b), the financial information delivered to the Lenders pursuant to such Sections fairly presents, in all material respects, in conformity with GAAP, the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the applicable date and their consolidated results of operations and cash flows for the applicable period (subject, in the case of the statements referred interim statements, to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower normal year-end adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filingfootnotes), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (bd) Since September 29, 2006, except for As of the Separation TransactionsClosing Date, there has been no material adverse change in (i) the consolidated financial conditionMaterial Adverse Change since December 31, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default2021.

Financial Condition; No Material Adverse Change. (a) The Guarantor Parent has heretofore furnished in accordance with Section 8.01 to the Administrative Agent Lenders (i) its Consolidated the consolidated balance sheet sheets of each of the Parent and ARP, as of December 31, 2014, December 31, 2013 and December 31, 2012, and the related consolidated statements of operations, comprehensive income, shareholders equity partners’ capital, and cash flowsflows for each of the three years in the period ended December 31, as and for the fiscal year ended September 292014, 2006, reported on certified by Deloitte & Touche LLP, its independent public accountants, ; and (ii) the combined consolidated balance sheet of each of the Parent and ARP as of June 30, 2015 and the related consolidated statements of income of certain healthcare related subsidiaries operations, comprehensive income, partners’ capital, and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and cash flows for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactionssix-month period then ended, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated combined or consolidated, as applicable, financial position and results of operations and cash flows of each of the GuarantorParent and its consolidated Subsidiaries and ARP and its consolidated Subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062015, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Parent and its subsidiariesthe Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Parent nor any Restricted Subsidiary has any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, taken as a whole; provided thatoff-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for in the financial statements referred to in Section 7.04(a) or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent (i) its Consolidated Lenders a consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and flows for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet Company and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, its Subsidiaries as of and for the fiscal year ended September 29December 31, 20062007, reported on by Deloitte & Touche KPMG LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)accountants. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorCompany and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) Since December 31, 2007, there has been no material adverse change in the case business, assets, property or financial condition of the statements referred Company and its Subsidiaries, taken as a whole. (c) The Company has heretofore furnished to in clause the Lenders (i) abovean audited consolidated balance sheet and statements of income, stockholders equity and cash flows for Calence and its Subsidiaries as of and for the combined fiscal years ended January 31, 2004, January 31, 2005, January 31, 2006 and January 31, 2007 and (ii) an unaudited consolidated balance sheet and statement of income for Calence and its Subsidiaries, as of and for the fiscal year ended January 31, 2008. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Calence and its consolidated Subsidiaries as of such subsidiaries dates and businessesfor such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (d) As of the Effective Date, since January 24, 2008, there has not occurred any event, change or circumstance that has had a Calence Material Adverse Effect. (e) The Company has heretofore furnished to the Lenders a pro forma capitalization table as of December 31, 2007, giving effect to the Calence Acquisition as if consummated on such date, along with pro forma Consolidated EBITDA for the twelve-month period ended December 31, 2007 for the Company and its Subsidiaries and for the twelve-month period ended January 31, 2008 for Calence, giving credit to the consolidated EBITDA of Calence for the twelve-month period ended January 31, 2008. Such pro forma financial data were prepared in good faith based upon estimates and assumptions the Company believes to be reasonable as of the Effective Date. (f) The Company has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income, stockholders equity and cash flows for the five-year period beginning on January 1, 2008, in each case as of such date and for such period prepared on a basis consistent with the financial statements described in accordance with GAAP and (BSection 3.04(a) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with estimates and assumptions stated therein, all of which the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information Company believes as of the date of filing)hereof to be reasonable and, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations as of the Guarantor Effective Date, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries as of for such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in period; provided that (i) such forecasts are subject to significant uncertainties and contingencies, which may be beyond the consolidated financial condition, business or operations of the Guarantor Company’s and its Subsidiaries’ control, taken as a whole or (ii) no assurances are given that the healthcare business or operations of results forecasted in any such projections will be realized and (iii) the Initial Guarantor actual results may differ from the forecasted results set forth in such projections and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Defaultsuch differences may be material.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated balance sheet and statements of income, shareholders shareholders’ equity and cash flows, flows as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare electronics related subsidiaries and businesses of the Guarantor, as described in the Healthcare Electronics Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated Consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the E Borrower and the H E Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Electronics Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Electronics Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare electronics business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders the following financial statements contained in the Offering Memorandum: (i) its Consolidated audited combined balance sheet and sheet, combined statements of incomeoperations, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income cash flows and combined statements of certain healthcare related subsidiaries and businesses of the Guarantor, as described changes in the Healthcare Registration Statement, owner’s net investment as of and for the fiscal years ended December 31, 2003 and December 31, 2004 for the domestic Oil and Gas Properties of Calpine and its Affiliates and (ii) its historical unaudited pro forma statement of operations for the fiscal year ended September 29December 31, 20062004, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its historical unaudited pro forma combined statement of operations for the 3-month period ended March 31, 2005 and historical unaudited pro forma balance sheet and statements of income as of such date or for such periodat March 31, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)2005. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause unaudited quarterly financial statements. (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there There has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare material business or operations of the Initial Guarantor Borrower and its subsidiariesRestricted Subsidiaries has been conducted in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, taken as a whole; provided thatoff-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (ai) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) its Consolidated balance sheet and statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) Lenders the combined balance sheet and combined statements of income income, stockholders’ equity and cash flows of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, Morgans Hotel Group Co. Predecessor (x) as of and for the fiscal year years ended September 29December 31, 20062004, reported on by Deloitte & Touche BDO Xxxxxxx, LLP, independent registered public accountants accounting firm, and (iiiy) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended September 30, 2005 (and comparable period for the prior fiscal year), certified by its chief financial officer a Financial Officer and (ii) the “Separation Pro Forma”)balance sheet of Holdings as of October 21, 2005, reported on by BDO Xxxxxxx, LLP, independent registered public accounting firm. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings and its subsidiaries as of such dates and for such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments and the Guarantor, absence of footnotes in the case of the statements referred to in clause (i)(y) above. (b) The Borrower has heretofore furnished to the Lenders the pro forma consolidated balance sheet of Holdings as of September 30, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Holdings and the Guarantor Borrower to be reasonable), (ii) is based on the Closing Date best information available to be reasonable under Holdings and the circumstances Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) presents fairly, in all material respects, the pro forma financial position of Holdings and its subsidiaries as of September 30, 2005, as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or the Subsidiaries has, as of the date of filing)Effective Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material direct or contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Borrowers have heretofore furnished to the Administrative Agent Lender (i) its Consolidated Compressco Partners’ unaudited pro forma consolidated balance sheet as of March 31, 2011, and unaudited statements of income, partners equity and cash flows as of and for the portion of the fiscal year ended March 31, 2011 (the “Pro Forma Financials”), in each case reflecting on a pro-forma basis the transactions described therein, and (ii) audited combined consolidated balance sheet and statements of income, shareholders equity and cash flowsflows of Compressco, as Inc., and for its subsidiaries, together with certain subsidiaries of TETRA, conducting business in Mexico (collectively, the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii“Predecessor”) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29years 2009 and 2010, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma unaudited combined consolidated balance sheet and statements of income income, shareholders equity and cash flows of the Predecessor as of such date or and for such period, adjusted to give pro forma effect to fiscal quarter and the consummation portion of the Separation Transactionsfiscal year ended March 31, certified by its chief 2011 (collectively with the financial officer statements described in clause (ii), the “Separation Pro FormaPredecessor Financials”). Such financial statements, (A) The Pro Forma Financials present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Compressco Partners and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, assuming that the Guarantortransactions described therein had occurred as of the dates specified therein. The Predecessor Financials present fairly, in all material respects, the case of the statements referred to in clause (i) above, and the combined financial position and results of operations and cash flows of such subsidiaries Compressco, Inc. and businessesits consolidated Subsidiaries, in the case of the statements referred to in clause (ii) aboverespectively, in each case as of such date dates and for such period periods in accordance with GAAP and GAAP, subject to normal year-end audit adjustments (Ball of which, when taken as a whole, would not be materially adverse) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementfootnotes. (b) Since September 29December 31, 20062010, except for the Separation Transactionsno development or event has occurred that has had, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b)could reasonably be expected to have, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of incomeconsolidated operations and retained earnings, shareholders consolidated shareholders' equity and consolidated cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29February 24, 20062007, reported on by Deloitte & Touche Pricewaterhouse Coopers LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended September 8, 2007, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Company and the combined financial position Subsidiaries (other than Pathmark and results of operations its Subsidiaries) as of such subsidiaries dates and businessesfor such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders the consolidated balance sheet and statements of consolidated operations and retained earnings, in each case consolidated shareholders' equity and consolidated cash flows of Pathmark and its Subsidiaries (i) as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18fiscal year ended February 3, 2007, as amended reported on by the amendment thereto filed with the SEC on April 20Deloitte & Touche, 2007 LLP, independent public accountants, and (the “Healthcare Registration Statement”ii) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of and for the date fiscal quarter and the portion of filing)the fiscal year ended August 4, and reflect on a pro forma basis 2007, certified by Pathmark's chief financial officer. Such financial statements present fairly, in all material respects, the estimated Consolidated financial position and results of operations and cash flows of the Guarantor Pathmark and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) The unaudited consolidated pro forma balance sheet of the Company and its Subsidiaries as of September 8, 2007, and the related consolidated statements of income and cash flow of the Company and its Subsidiaries for the twelve month period then ended, certified by the chief financial officer, senior vice president-finance, or treasurer of the Company fairly present the consolidated financial condition of Company and its Subsidiaries as at such date and the consolidated results of operations of the Company and its Subsidiaries for the period ended on such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such the consolidated balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration StatementTransactions. (bd) The consolidated forecasted balance sheet, statements of income and cash flows of the Company and its Subsidiaries delivered to the Lenders were prepared in good faith on the basis of the assumptions stated therein, which assumptions were reasonable in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, a reasonable estimate of the Company's and its Subsidiaries future financial condition and performance, giving pro forma effect to the Transactions. (e) Since September 29August 4, 2006, except for the Separation Transactions2007, there has been no material adverse change in (ia) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of the Guarantor Company and its the Subsidiaries, taken as a whole whole, except as disclosed in the Exchange Act Filings made prior to the Effective Date or in any Schedules or Exhibits to this Agreement as of the Effective Date, (b) after the Effective Date, the ability of any Loan Party to perform any of its obligations under any Loan Document, (c) after the Effective Date, the rights of or benefits available to the Lenders under any Loan Document or (iid) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken Collateral as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated the combined balance sheet of D&B at December 31, 1998 and December 31, 1999 and the related combined statements of incomeoperations, shareholders equity shareholders' net investment and cash flows, as and flows of D&B for the fiscal year years ended September 29December 31, 20061998 and December 31, 1999, in each case reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) the combined balance sheet of D&B at June 30, 2000 and the related combined statements of income operations and cash flows for the fiscal quarter and the portion of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29June 30, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions2000, certified by its chief financial officer (the “Separation Pro Forma”). a Financial Officer of D&B. Such financial statements, statements (Aincluding notes thereto) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorD&B and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders its unaudited pro forma condensed balance sheet and unaudited pro forma condensed statement of operations, in each case prepared giving effect to the Transactions as of such date and for such period in accordance with GAAP and (B) if the Transactions had occurred on June 30, 2000, in the case of such balance sheet and January 1, 1999, in the Separation Pro Formas, case of such statement of operations. Such pro forma financial statements (i) have been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by the Guarantor Company to be reasonable), (ii) are based on the Closing Date best information available to be reasonable under the circumstances Company after due inquiry, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) present fairly, in all material respects (x) in the case of such pro forma balance sheet, the financial position of the Company and its consolidated Subsidiaries as of June 30, 2000, as if the date of filing)Transactions had occurred on such date, and reflect on a (y) in the case of such pro forma basis statements of operations, the estimated Consolidated financial position and results of operations of the Guarantor Company and its consolidated Subsidiaries for the six months ended June 30, 2000 (as of such date, assuming if the Spin Distributions Transactions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October January 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement1999). (bc) Since September 29December 31, 2006, except for the Separation Transactions1999, there has been no material adverse change in (i) the consolidated business, assets, operations, prospects or financial condition, business or operations of the Guarantor Company and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet sheets and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062003, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended September 30, 2004, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Company and the combined financial position and results of operations consolidated Subsidiaries (prior to the Combination) as of such subsidiaries dates and businessesfor such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders the consolidated balance sheets and statements of income, stockholders equity and cash flows of Molson (i) as of and for the fiscal year ended March 31, 2004, reported on by PricewaterhouseCoopers LLP, independent chartered accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2004, certified by its chief financial officer. Such financial statements present fairly, in each all material respects, the financial position, results of operations and cash flows of Molson and its consolidated subsidiaries as of such dates and for such periods in accordance with Canadian generally accepted accounting principles, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) The unaudited pro forma condensed combined balance sheet of the Company as of September 26, 2004, and the pro forma condensed combined statement of income of the Company for the period of four fiscal quarters ended September 26, 2004, prepared giving effect to the Combination Transactions as if the Combination Transactions had occurred on such date and at the beginning of such period, respectively, included in the Information Memorandum (i) have been prepared in good faith based on assumptions believed by the Company to be reasonable at the time made, (ii) were based on the best information available to the Company after due inquiry at the time made, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position, and results of operations of the Company and its consolidated Subsidiaries as of such date and for such period period, as if the Combination Transactions had occurred on such date and at the beginning of such period, respectively (it being agreed, however, that the representation and warranty contained in accordance with GAAP this clause (c), insofar as it relates to information concerning Molson and (B) in its subsidiaries, is made only to the case best knowledge of the Separation Pro Formas, have been prepared Company). (d) Except as disclosed to the Lenders or in good faith a filing by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor Company with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date Securities and Exchange Commission prior to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, this Agreement or in the case press release of such balance sheetMolson dated October 28, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to 2004 with respect to such financial statements in the Healthcare Registration Statement. (b) Since an impairment charge that Molson has taken on account of its Brazilian assets and operations, since September 2930, 2006, except for the Separation Transactions2004, there has been no not occurred or become known any event or circumstance that constitutes or would reasonably be expected to result in a material adverse change in (i) the consolidated business, assets, operations or financial condition, business or operations condition of the Guarantor Company and its Subsidiaries, taken as a whole or the Subsidiaries (ii) the healthcare business or operations of the Initial Guarantor including Molson and its subsidiaries), taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062004, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for the fiscal quarter and the portion of the fiscal year ended March 31, 2005 (or, if financial statements for a later fiscal quarter have been delivered pursuant to Section 4.01(c)(ix), as of and for such period, adjusted to give pro forma effect to fiscal quarter and the consummation portion of the Separation Transactionsfiscal year ended on the last day of such fiscal quarter), certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorCompany and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above. (b) There has not occurred since December 31, 2004, any event, condition or circumstance that has had or could be reasonably be expected to have a material adverse effect in each case the business, results of operations, properties, assets or financial condition of the Company and the Subsidiaries, taken as a whole. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Company or the Subsidiaries has, as of such date and for such period in accordance with GAAP and the Effective Date, any material contingent liabilities. (Bd) The pro forma financial statements contained in the case of the Separation Pro Formas, Form S-4 (i) have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date Company to be reasonable under when made, (ii) are based on the circumstances and were based upon currently best information available information to the Company as of the date of filing)the Form S-4, (iii) accurately reflect all material adjustments necessary to give effect to the Transactions (other than any initial Loans made pursuant to this Agreement) and reflect on a (iv) present fairly, subject to the qualifications described therein and in the accompanying notes, the pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor Company and its consolidated Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1March 31, 2005, in as if the case of Transactions had occurred on such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementdate. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished delivered (or caused to have been delivered) to the Administrative Agent (for distribution to the Lenders) (i) its Consolidated the consolidated balance sheet of the Company as of December 31, 2021 and December 31, 2022, and related combined statements of operations, comprehensive income, shareholders changes in equity and cash flows, as and flows of the Company for each of the fiscal three years year ended September 29December 31, 20062022, reported on in each case, audited by Deloitte & Touche and accompanied by the opinion of PricewaterhouseCoopers, LLP, independent registered public accountantsaccounting firm, (ii) the an unaudited condensed combined balance sheet of the Company as of June 30, 2023, and condensed combined statements of income of certain healthcare related subsidiaries operations, comprehensive income, changes in equity and businesses cash flows of the Guarantor, as described in the Healthcare Registration Statement, as of and Company for the fiscal year three and six months ended September 29June 30, 20062023 and June 30, reported on 2022, certified by Deloitte & Touche LLPits president, independent public accountants treasure, and (iii) its unaudited pro forma combined statements of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 and an unaudited pro forma combined balance sheet and statements of income as of such date or for such periodJune 30, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)2023. Such financial statements, statements referred to in clauses (Ai) and (ii) of this Section 3.04 present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of the GuarantorCompany and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, normal year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, certain footnotes in the case of the statements referred to in clause (ii) above, . Such pro forma financial statements referred to in each case as of such date and for such period in accordance with GAAP and clause (Biii) in the case of the Separation Pro Formas, have been prepared by the Company in good faith by the Guarantorfaith, based on the assumptions used believed by the Company to prepare be reasonable at the time made, and (ii) present fairly, in all material respects, the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated consolidated financial position and the pro forma consolidated results of operations of the Guarantor and its Subsidiaries Persons described therein as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in dates thereof and for the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and periods covered thereby after giving pro forma effect to the other events Separation and related adjustments referred to in accordance with respect to such Article 11 of Regulation S-X; provided that the financial statements set forth in this Section 3.04(a) were delivered when the Healthcare Registration StatementCompany filed the same on a publicly available website of the Company or the SEC (e.g., “XXXXX”). (b) Since September 29December 31, 2006, except for the Separation Transactions2022, there has been no material adverse change event or condition that has resulted or would reasonably be expected to result in a Material Adverse Effect (i) it being understood and agreed that in no event shall the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as Separation Transactions be deemed to result in a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(bMaterial Adverse Effect), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Global Agent (i) and the Lenders complete and correct copies of the audited consolidated balance sheets of the Parent and its Consolidated balance sheet consolidated Subsidiaries as of February 2, 2008 and the related audited consolidated statements of income, shareholders equity and cash flowsshareholders’ equity, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorParent and its consolidated Subsidiaries for the fiscal year of the Parent then ended, accompanied by the report thereon of PricewaterhouseCoopers. All such financial statements have been prepared in accordance with GAAP, consistently applied (except as stated therein), and fairly present the financial position of the Parent and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any such financial statements that are unaudited, to normal audit adjustments, none of which will involve a Material Adverse Effect. The Parent and its Subsidiaries did not have, as of the date of the latest financial statements referred to in clause (i) above, and will not have as of the combined financial position and results Closing Date after giving effect to the incurrence of operations of such subsidiaries and businessesLoans or LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the case of foregoing financial statements or the statements referred to in clause (ii) above, in each case as of such date and for such period notes thereto in accordance with GAAP and (B) that in any such case is material in relation to the case business, operations, properties, assets, financial or other condition or prospects of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor Parent and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration StatementSubsidiaries. (b) Since September 29, 2006, except The financial projections of the Parent and its Subsidiaries for the Separation Transactionsfiscal years 2008 through 2012 prepared by the Parent and delivered to the Global Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Parent in good faith after taking into account historical levels of business activity of the Parent and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Parent and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Parent’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Parent or the Company as of the Closing Date which, if reflected in the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein. (c) Since February 2, 2008, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Parent, the Company and its the Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated audited consolidated balance sheet and statements of incomeoperations, shareholders stockholders equity and cash flows, as flows (including the notes thereto) of TWC and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, its consolidated Subsidiaries as of and for the fiscal year twelve months ended September 29December 31, 20062002, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements accountants, copies of income as of such date or for such periodwhich have heretofore been furnished to each Lender, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorTWC and its consolidated Subsidiaries, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period period, in accordance with GAAP GAAP. (b) The unaudited pro forma consolidated balance sheet of TWC and its consolidated Subsidiaries as at June 30, 2003 (Bincluding the notes thereto) (the "Pro Forma Balance Sheet") and the unaudited pro forma statements of operations, stockholders equity and cash flows of TWC and its consolidated Subsidiaries for the six-month period ended June 30, 2003 (the "Pro Forma Income Statements"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the consummation of the restructuring of TWE that occurred on March 31, 2003 (as if such events had occurred on the first day of such six-month period, in the case of the Separation Pro Formas, Forma Income Statements). The Pro Forma Balance Sheet and the Pro Forma Income Statements have been prepared in good faith by the Guarantor, based on assumptions used the best information available to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information TWC as of the date of filing)delivery thereof, and reflect on a present fairly, in all material respects, the pro forma basis the estimated Consolidated (i) financial position of TWC and its consolidated Subsidiaries as at June 30, 2003 and (ii) results of operations and cash flows of the Guarantor TWC and its consolidated Subsidiaries as of such datefor the six-month period ending June 30, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement2003. (bc) Since September 29December 31, 2006, except for the Separation Transactions, 2002 there has been no material adverse change in (i) the consolidated business, assets, operations or financial condition, business or operations condition of the Guarantor TWC and its consolidated Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062016, reported on by Deloitte & Touche Xxxxx Xxxxxxxx LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended September 30, 2017, certified by its chief financial officer (the “Separation Pro Forma”)a Financial Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062016 (i) there has been no event, development or circumstance (other than the pendency of the Bankruptcy Proceedings) that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the business of the Borrower and its Restricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except for the Separation Transactions, there has been no material adverse change Indebtedness or as referred to or reflected or provided for in (i) the consolidated financial condition, business Financial Statements or operations of other written information provided by the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change Borrower to the extent resulting solely from any Existing Indenture Covered DefaultAdministrative Agent and the Lenders prior to the date hereof.

Financial Condition; No Material Adverse Change. (a) The Guarantor Parent has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated balance sheet and consolidated statements of incomeoperations, shareholders stockholders equity and cash flows, flows as of and for each of the fiscal year years ended September December 28, 1997, December 29, 20061996 and December 31, 1995 and (ii) its consolidated balance sheets as of and for each of the fiscal years ended December 28, 1997 and December 29, 1996, reported on by Deloitte & Touche Xxxxxx Xxxxxxxx LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor Parent and its consolidated Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, dates and for such periods in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to accordance with respect to such financial statements in the Healthcare Registration StatementGAAP. (b) Since September 29December 28, 2006, except for the Separation Transactions1997, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Parent and its Subsidiaries, taken as a whole or whole. (c) The Parent has heretofore furnished to the Lenders the pro forma balance sheet of the Parent as of December 28, 1997 certified by one of its Financial Officers. Such balance sheet presents fairly, in all material respects, the financial position of the Parent and its Consolidated Subsidiaries as of December 28, 1997 in accordance with GAAP on a pro forma basis, adjusted to give effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the healthcare business or operations Transactions contemplated to occur in connection therewith (including without limitation the making of Loans), (iii) the application of the Initial Guarantor proceeds therefrom as contemplated by the Acquisition Documents and its subsidiariesthe Loan Documents and (iv) the payment of all legal, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change accounting and other fees related thereto to the extent resulting solely from any Existing Indenture Covered Defaultknown at the time of the preparation of such balance sheet. As of the date of such balance sheet and the Effective Date, the Parent had and has no material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders on or before the date of this Agreement (i) its Consolidated combined balance sheet and statements of income, shareholders shareholders' equity and cash flows, flows as of and for the fiscal year ended September 29December 31, 20062002, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, (ii) the combined Target's balance sheet and statements of income of certain healthcare related subsidiaries income, shareholders' equity and businesses of the Guarantor, as described in the Healthcare Registration Statement, cash flows as of and for the fiscal year ended September 29December 31, 20062002, reported on by Deloitte & Touche KPMG LLP, independent public accountants and (iii) its the summary unaudited combined pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to financial data set forth in the consummation of joint proxy statement/prospectus included in the Separation Transactions, certified by its chief financial officer (Registration Statement on Form S-4 filed with the “Separation Pro Forma”)SEC in connection with the Acquisition. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of (A) the GuarantorBorrower and its Consolidated Subsidiaries and the Target and its Consolidated Subsidiaries and (B) the pro forma consolidated financial condition of the Borrower, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062002, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated business, operations, Property or financial condition, business or operations of the Guarantor Borrower and its Restricted Subsidiaries or the Target and its Subsidiaries, if any, taken as a whole or and (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiariesRestricted Subsidiaries and the Target and its Subsidiaries, taken as a whole; provided thatif any, has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has any material Debt (including Disqualified Capital Stock) other than, if and when issued, Permitted Additional Senior Subordinated Notes, or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for, as of the Effective Date, in the Financial Statements, and after the Effective Date, in the financial statements furnished pursuant to Section 8.01. (d) On the Effective Date, neither the Borrower nor any Restricted Subsidiary is a party to any material agreement with PLX or any Affiliate of PLX except for the Affiliate Agreements and the Transition Agreements.

Financial Condition; No Material Adverse Change. (a) The Guarantor Holdings has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062011, reported on by Deloitte & Touche KPMG LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarters and the portion of the Separation Transactionsfiscal year ended on each of March 31, 2012 and June 30, 2012, in each case certified by its chief financial officer (it being understood that Holdings has furnished the “Separation Pro Forma”foregoing to the Lenders by the filing with the Commission Holdings’ annual report on Form 10-K for the fiscal year ended December 31, 2011 and quarterly reports on Form 10-Q for the fiscal quarters ended March 31, 2012 and June 30, 2012). Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorHoldings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006[Reserved]. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, except for the Separation Disclosed Matters and except for liabilities arising as a result of the Transactions, after giving effect to the Transactions, none of Holdings, the Parent Borrower or the Subsidiaries (including the Receivables Subsidiary) has, as of the Restatement Effective Date, any contingent liabilities that would be material to Holdings, the Parent Borrower and the Subsidiaries (including the Receivables Subsidiary), taken as a whole. (d) Since December 31, 2011, there has been no material adverse event, change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided occurrence that, for purposes of this Section 3.04(b)individually or in the aggregate, has had or could reasonably be expected to result in a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet sheets as of December 31, 2004 and December 30, 2005, (ii) its consolidated statements of income, shareholders stockholders’ equity and cash flows, as and flows for the fiscal year years ended September 29December 26, 20062003, December 31, 2004 and December 30, 2005, in the case of clauses (i) and (ii), reported on by Deloitte & Touche LLP, independent public accountants, and (iiiii) the combined its consolidated balance sheet and consolidated statements of income of certain healthcare related subsidiaries income, stockholders’ equity and businesses of the Guarantor, as described in the Healthcare Registration Statement, cash flows as of and for the fiscal year quarter and three-month period ended September 29March 31, 20062006 (and the comparable period for the prior fiscal year), reported on as reviewed by Deloitte & Touche LLP, independent public accountants accountants, in accordance with Statement on Auditing Standards No. 100 and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its the chief financial officer (of the “Separation Pro Forma”)Borrower. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and the Subsidiaries, on a consolidated basis, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of March 31, 2006, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by the Guarantor Borrower to be reasonable), (ii) is based on the Closing Date best information available to be reasonable under the circumstances Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries, on a consolidated basis, as of March 31, 2006, as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or the Subsidiaries has, as of the date of filing)Effective Date and the Delayed Draw Funding Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (bd) Since September 29December 30, 2006, except for the Separation Transactions2005, there has been no material adverse change in the condition (i) financial or otherwise), assets, operations or business of Holdings, the consolidated financial condition, business or operations of Borrower and the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders copies of (i) its Consolidated the Borrower’s audited balance sheet and statements as of incomeSeptember 30, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants2014, (ii) the combined PennTex JV’s audited carve-out balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of June 30, 2014 and the related audited statement of operations, membership interests and cash flows for the fiscal year ended period from March 17, 2014 through June 30, 2014, (iii) PennTex JV’s unaudited carve-out balance sheet as of September 2930, 20062014 and the related unaudited statement of operations, reported on by Deloitte & Touche LLPmembership interests and cash flows for the quarterly period ending September 30, independent public accountants 2014 and (iv) the Borrower’s unaudited summary pro forma balance sheet as of September 30, 2014 (collectively, the “Financial Statements”). The Financial Statements referred to in clauses (ii) and (iii) its pro forma combined of the immediately preceding sentence reflect the carve out balance sheet and statements activities from PennTex JV that relate to the construction of income the Lincoln Parish Plant and the associated Midstream Properties. (b) Since the Effective Date, there has been no Material Adverse Change, it being understood that none of the Formation Transactions, the Initial Contribution Transactions or the Specified IPO Transactions occurring contemporaneously with or prior to the Qualifying IPO Effective Date shall constitute a Material Adverse Change. (c) Except as of such date set forth on Schedule 7.04(c) or as referred to or reflected or provided for such periodin the Financial Statements, adjusted to give pro forma neither the Borrower nor any other Loan Party has, on the Effective Date after giving effect to the consummation Transactions on such date, any Material Indebtedness (including Disqualified Capital Stock) or any off-balance sheet liabilities or partnership liabilities, liabilities for past due taxes, unusual forward or long-term commitments, or contingent liabilities or unrealized or anticipated losses from any unfavorable commitments. (d) The projections regarding the financial performance of the Separation Transactions, certified by Borrower and its chief financial officer (Consolidated Subsidiaries furnished to the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, Lenders have been prepared in good faith by the Guarantor, Borrower and based on upon assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed believed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under at the circumstances time such projections were provided (and were based upon currently available information as of on the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, Effective Date in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect forecasts provided prior to the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any other events and adjustments referred to with respect to Loan Party makes any representation that such financial statements in the Healthcare Registration Statementprojections will be realized). (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Parent and the US Borrower have heretofore furnished to the Administrative Agent Lenders (i) its Consolidated Parent’s audited consolidated balance sheet and statements as of income, shareholders equity and cash flows, as and for the fiscal year years ended September 29December 31, 20062003 and 2004, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, (ii) the combined balance sheet and Parent’s audited consolidated statements of income of certain healthcare related subsidiaries operations, changes in stockholder’s equity and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and cash flows for the fiscal year years ended September 29December 31, 20062002, 2003 and 2004, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants and (iii) its pro forma combined Parent’s unaudited consolidated balance sheet and statements of income operations, changes in stockholder’s equity and cash flows as of such date or and for such periodthe six-month periods ended June 30, adjusted to give pro forma effect to the consummation of the Separation Transactions2004 and 2005, certified by its Parent’s chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations operations, changes in stockholder’s equity and cash flows of Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the Guarantor, absence of footnotes in the case of the statements referred to in clause (iii) above. (b) Parent has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date. As of the Effective Date, such pro forma consolidated balance sheet (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by the Guarantor reasonable), (ii) is based on the Closing Date best information available to be reasonable under Parent and the circumstances Borrowers after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) presents fairly, in all material respects, the pro forma financial position of Parent and its consolidated Subsidiaries as of June 30, 2005, as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Parent, the Borrowers or the Subsidiaries has, as of the date of filing)Effective Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (bd) Since September 29December 31, 2006, except for the Separation Transactions2004, there has been no material adverse change in the business, assets, operations, properties, condition (i) financial or otherwise), liabilities (including contingent liabilities), material agreements or prospects of Parent, the consolidated financial condition, business or operations of Borrowers and the Guarantor and its other Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Level 3 has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, flows as of and for the fiscal year ended September 29December 31, 20062001, reported on by Deloitte & Touche Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) the combined balance sheet and statements of income and cash flows of certain healthcare related subsidiaries Level 3 and businesses of the Guarantor, as described in the Healthcare Registration Statement, Restricted Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended September 29March 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions2002, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorLevel 3 and its consolidated Subsidiaries or Xxxxx 0 and its combined Restricted Subsidiaries, in as the case may be, as of the statements referred such dates and for such periods in accordance with GAAP, subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29Except as disclosed in the financial statements referred to above or the notes thereto, 2006in Level 3's Form 10-K for the year ended December 31, 2001, or in the filings with the Securities and Exchange Commission set forth on Schedule 1 to the Amendment Agreement and except for the Separation Disclosed Matters, after giving effect to the Transactions, none of Level 3 or the Restricted Subsidiaries has, as of the Amendment Effectiveness Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (c) Since December 31, 1998, there has been no material adverse change in (i) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of Level 3 and the Guarantor and its Restricted Subsidiaries, taken as a whole or (ii) whole. It is understood and agreed that no such material adverse change shall be deemed to have occurred during the healthcare business or operations period extending from December 31, 1998, to June 30, 2002. In addition, it is understood and agreed that the effect of the Initial Guarantor December 31, 2001, impairment charges and its subsidiaries, impairment charges based solely on general economic or industry conditions taken as under SFAS 144 subsequent to such date shall be excluded from any determination of whether such a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” change shall not include have occurred as of any change to the extent resulting solely from any Existing Indenture Covered Defaultdate of determination.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated and the Company’s consolidated balance sheet as of the end of the fiscal years ended December 31, 2003 and 2004 and consolidated statements of income, shareholders stockholders’ equity and cash flows, as and flows for the fiscal year years ended September 29December 31, 20062002, December 31, 2003 and December 31, 2004, in each case reported on by Deloitte by, in the case of the Borrower, Ernst & Touche Young LLP, independent public accountantsaccountants for the Borrower, and, in the case of the Company, PricewaterhouseCoopers LLP, independent public accountants for the Company, (ii) the combined its consolidated balance sheet and consolidated statements of income of certain healthcare related subsidiaries income, stockholders’ equity and businesses of the Guarantor, as described in the Healthcare Registration Statement, cash flows as of and for the fiscal quarters and the portion of the fiscal year ended September 29March 31, 20062005 and June 30, reported on by Deloitte & Touche LLP, independent public accountants 2005 (and (iii) its pro forma combined balance sheet and statements of income as of such date or comparable periods for such period, adjusted to give pro forma effect to the consummation of the Separation Transactionsprior fiscal year), certified by its chief financial officer and (iii) the “Separation Pro Forma”Company’s consolidated balance sheet and consolidated statement of income as of and for the portion of the fiscal year ended June 30, 2005 (and a consolidated statement of income for the comparable period for the prior fiscal year), certified by the Borrower’s chief financial officer. Such financial statementsstatements present fairly, in all material respects, the financial position and results of operations and cash flows of (x) the Borrower and the Subsidiaries (other than the Company and its subsidiaries) and (y) the Company and its subsidiaries, respectively, as of such dates and for such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2005, prepared giving effect to the Transactions as if the Transactions had occurred on such date, and its pro forma consolidated statement of income for the twelve-month period ended as of such date, prepared giving effect to the Transactions as if the Transactions had occurred on the first day of such twelve-month period. Such pro forma consolidated financial statements (i) have been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable on the Effective Date), (Aii) are based on the best information available to the Borrower after due inquiry and (iii) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor Borrower and its the Subsidiaries as of such dateof, assuming and for the Spin Distributions had actually occurred (x) at September 29twelve-month period ended as of, 2006, in the case of such balance sheet, or (y) on October 1June 30, 2005, as if the Transactions had occurred on such dates. (c) Except as disclosed in the case of such financial statements of incomereferred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, and after giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in Transactions, none of the Healthcare Registration StatementBorrower or the Subsidiaries has, as of the Effective Date, any material direct or contingent liabilities or unusual long-term commitments. (bd) Since September 29With respect to any credit event following the Effective Date, 2006no event, except for the Separation Transactionschange or condition has occurred that has had, there has been no or could reasonably be expected to have, a material adverse change in effect on the business, operations, properties, results of operations or condition (ifinancial or otherwise) the consolidated financial condition, business or operations of the Guarantor Borrower and its the Subsidiaries, taken as a whole whole, whether or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiariesnot covered by insurance, taken as a whole; provided thatsince December 31, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default2004.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished delivered to the Administrative Agent Lenders the following financial statements: (i) its Consolidated the audited consolidated balance sheet and statements of incomeearnings (loss), shareholders equity stockholders' deficit and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Borrower and its Subsidiaries as of and for the fiscal year years ended September 29October 31, 20061994 and 1995, respectively, reported on by Deloitte & Touche KPMG Peat Marwick LLP, independent public accountants and accountants; (iiiii) its pro forma combined the unaudited consolidated balance sheet and statements of income earnings (loss), stockholders' deficit and cash flows of the Borrower and its Subsidiaries as of such date or and for such periodthe nine-month period ended July 31, adjusted to give pro forma effect to the consummation of the Separation Transactions1996, certified by its chief financial officer a Financial Officer of the Borrower; and (iii) the “Separation Pro Forma”)pro forma unaudited condensed consolidated statements of earnings for the fiscal year ended October 31, 1995, and the nine-month period ended July 31, 1996, and the pro forma unaudited condensed consolidated balance sheet as at July 31, 1996, each of which statements is set forth in the Prospectus for the November Equity Offering, and prepared under the assumption that the acquisitions of FKM Advertising Co., Inc. and Outdoor East, L.P. had occurred at the beginning of the respective periods covered by such statements. Such financial statements, (A) statements present fairly, in all material respects, the respective actual or pro forma consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case respective entities as of such date respective dates and for such period periods in accordance with GAAP and (B) in the case of the Separation Pro FormasGAAP, have been prepared in good faith by the Guarantor, based on assumptions used subject to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower year-end audit adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, footnotes in the case of such balance sheet, unaudited or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement.statements. Credit Agreement 71 - 66 - (b) Since September 29July 31, 2006, except for the Separation Transactions1996, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Borrower and its Subsidiaries, Subsidiaries taken as a whole or from that set forth in the pro forma condensed consolidated financial statements referred to in clause (iiiii) the healthcare business or operations of paragraph (a) above. (c) None of the Initial Guarantor and Borrowers nor any of its subsidiariesSubsidiaries has on the date hereof any contingent liabilities, taken as a whole; provided thatliabilities for taxes, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments in each case that are material, except as referred to or reflected or provided for in the balance sheets as at July 31, 1996 referred to above.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) its Consolidated Lenders the consolidated balance sheet and statements of incomeearnings, shareholders shareholders’ equity and cash flows, flows of Holdings (i) as of and for the fiscal year years ended September 2930, 20062003 and 2004, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 2930, 20062005, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants accountants, (ii) as of and for the fiscal quarters ended December 31, 2005 and April 1, 2006, certified by its Chief Financial Officer and (iii) its pro forma combined balance sheet and statements to the extent possible in the exercise of income the Borrower’s commercially reasonable efforts, as of such date or and for such period, adjusted to give pro forma effect to each subsequent fiscal month ended at least thirty (30) days before the consummation of the Separation TransactionsClosing Date, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the Guarantor, absence of footnotes and normal year-end adjustments in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders the unaudited pro forma consolidated balance sheet and related pro forma statements of earnings, in each case shareholder’s equity and cash flows of Holdings as of April 1, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and for and, with respect to such period in accordance with GAAP and (B) in other financial statements, on the case first day of the Separation Pro Formas, 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the GuarantorHoldings, based on the assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Holdings on the Guarantor date hereof and on the Closing Date to be reasonable under reasonable), are based on the circumstances and were based upon currently best information available information to Holdings as of the date of filing)delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and reflect present fairly on a pro forma basis the estimated Consolidated consolidated financial position and results of operations of the Guarantor Holdings and its consolidated Subsidiaries as of such datedate and for such period, assuming that the Spin Distributions Transactions had actually occurred (x) at September 29such date or at the beginning of such period, 2006, in as the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementmay be. (bc) Since September 29No event, 2006change or condition has occurred that has had, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b)would reasonably be expected to have, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect, since September 30, 2005.

Financial Condition; No Material Adverse Change. (a) The Guarantor Hechinger has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders' equity and cash flows, flows (i) as of and for each of the fiscal years in the three year period ended September 29October 3, 20061998, reported on by Deloitte KPMG, LLP or Ernst & Touche Young LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the first fiscal year ended September 29quarter ending January 2, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions1999, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorHechinger and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, in each case stockholders' equity and cash flows (i) as of such date and for such period in accordance with GAAP the fiscal year ended October 3, 1998, reported on by KPMG, LLP, independent public accountants, and (Bii) in as of and for the case of the Separation Pro Formasfirst fiscal quarter ending January 2, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower 1999 and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing)month ending January 30, and reflect on a pro forma basis 1999, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the estimated Consolidated financial position and results of operations and cash flows of the Guarantor Holdings and its Subsidiaries consolidated subsidiaries as of such datedates and for such periods in accordance with GAAP, assuming subject to year-end audit adjustments and the Spin Distributions had actually occurred (x) at September 29, 2006, absence of footnotes in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementclause (ii) above. (bc) Since September 29In addition, 2006Holdings and Hechinger have each heretofore furnished the Lenders with a Fiscal Year 1999 Forecast Update as of February 6, except for the Separation Transactions1999. (d) Except as disclosed in Schedule 3.04(d), since January 30, 1999, there has been no material adverse change in (i) the consolidated financial business, assets, operations, material agreements, prospects or condition, business financial or operations otherwise, of the Guarantor Holdings Group, taken as a whole, or of the Borrower and its the Borrower's Subsidiaries, taken as a whole whole. (e) Except as disclosed in the financial statements referred to above or (ii) the healthcare business or operations notes thereto and except for the Disclosed Matters, after giving effect to the transactions contemplated by the Loan Documents, no member of the Initial Guarantor and its subsidiariesHoldings Group has, taken as a whole; provided thatof the Closing Date, for purposes of this Section 3.04(b)any material contingent liabilities, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Defaultunusual long-term commitments or unrealized losses.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated concolidated balance sheet and statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, flows as of and for the fiscal year years ended September 29August 31, 20062011 and 2012, reported on audited by Deloitte Exxxxxxx Kxxxx Sxxxxxx & Touche LLPHxxxxxx P.C., independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactionsaccountants, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29August 31, 20062012, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiariesSubsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) On the date hereof, taken as a whole; provided thatneither the Borrower nor any Subsidiary has any Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely taxes or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for in the financial statements described in Section 7.04(a) or in the most recent financial statements delivered pursuant to Section 8.01(a) or (b).

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet sheets of the Borrower as at March 31, 2017, March 31, 2016, and March 31, 2015, and related statements of operations, comprehensive income, shareholders stockholders’ equity and cash flowsflows of the Borrower for the fiscal years ended at March 31, 2017, March 31, 2016, and March 31, 2015, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered public accounting firm and (ii) unaudited consolidated balance sheets of the Borrower as at June 30, 2017 and September 30, 2017 and related statements of operations, comprehensive income, stockholders’ equity and cash flows of the Borrower for the fiscal quarters and the then elapsed portion of the fiscal year ended at June 30, 2017 and September 2930, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)2017. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of the GuarantorBorrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower changes resulting from normal year-end audit adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementfootnotes. (b) [Reserved.] (c) Since September 29March 31, 2006, except for the Separation Transactions2017, there has been no event or condition that has resulted, or would reasonably be expected to result, in a material adverse change in the business, assets, operations, performance or condition (ifinancial or otherwise) the consolidated financial condition, business or operations of the Guarantor Borrower and its the Restricted Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Hechinger has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders' equity and cash flows, flows (i) as of and for each of the fiscal years in the three year period ended September 29February 1, 20061997, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the two fiscal quarters and the portion of the fiscal year ended September 29August 2, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions1997, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorHechinger and its consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows as of and for each of the fiscal years in the three year period ended October 3, 1998, certified by its chief financial officer. Such financial statements present fairly, in each case as of such date and for such period in accordance with GAAP and (B) in all material respects, the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations and cash flows of the Guarantor 45 40 Holdings and its Subsidiaries consolidated subsidiaries as of such datedates and for such periods in accordance with GAAP, assuming subject to year-end audit adjustments and the Spin Distributions had actually occurred (x) at September 29, 2006, in the case absence of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementfootnotes. (bc) Since September 29Except as disclosed in Schedule 3.04(c) or in the December 1998 Bank Presentation, 2006since February 1, except for the Separation Transactions1997, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition, financial or otherwise, of Hechinger and the Hechinger Entities, taken as a whole. (d) The Borrower has heretofore furnished to the Lenders Builders Square's unaudited balance sheet and statements of income, stockholders' equity and cash flows (i) as of and for each of the fiscal years in the three year period ended January 26, 1997, and (ii) as of and for the two fiscal quarters and the portion of the fiscal year ended July 26, 1997. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Builders Square as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (e) Each of Holdings and the Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Additional Financing Transactions as if the Additional Financing Transactions had occurred on such date. Each such pro forma consolidated balance sheet (i) was prepared in good faith based on assumptions that were, at the time of preparation of such pro forma financial statements, and are, as of the date hereof, believed by Holdings and the Borrower to be reasonable), (ii) was based on the best information available to Holdings and the Borrower after due inquiry at the date thereof, (iii) accurately reflects all adjustments necessary to give effect to the Additional Financing Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of each of Holdings and its consolidated subsidiaries and of the Borrower and its consolidated subsidiaries as of the Effective Date, as if the Additional Financing Transactions had occurred on such date. (f) Except as disclosed in Schedule 3.04(f) or in the December 1998 Bank Presentation, since January 26, 1997, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition, business financial or operations otherwise, of Builders Square. (g) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum or the December 1998 Bank Presentation and except for the Disclosed Matters, after giving effect to the Transactions, no member of the Guarantor Holdings Group has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (h) Except as disclosed in the December 1998 Bank Presentation, since October 3, 1998, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition, financial or otherwise, of the Holdings Group, taken as a whole, or of the Borrower and its the Borrower Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Credit Parties have heretofore furnished delivered to the Administrative Agent Lenders the following financial statements: (i) its Consolidated the consolidated balance sheet sheets and statements of incomeoperations, shareholders shareholders' equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Parent and its Subsidiaries as of and for the fiscal year years as of and for the fiscal years ended September 29April 30, 20062002 and April 30, reported on 2001, audited and accompanied by Deloitte & Touche LLP, an opinion of the Parent's independent public accountants and accountants; (iiiii) its pro forma combined the unaudited consolidated balance sheet and statements of income operations and cash flows of the Parent and its Subsidiaries as of such and for the fiscal year-to-date or for such periodperiod ended January 31, adjusted to give pro forma effect to the consummation of the Separation Transactions2003, certified by a Designated Financial Officer that such financial statements fairly present the financial condition of the Parent and its chief financial officer (Subsidiaries as at such date and the “Separation Pro Forma”). Such results of the operations of the Parent and its Subsidiaries for the period ended on such date and that all such financial statements, including the related schedules and notes thereto have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved, except as disclosed on Schedule 5.4; and (Aiii) the projected consolidated balance sheets, statements of operations and cash flows for the Parent and its Subsidiaries on a monthly basis for fiscal year 2004. Except as disclosed on Schedule 5.4, such financial statements (except for the projections referred to in clause (iii) of this Section 5.4(a)) present fairly (and upon delivery thereof each financial statement delivered pursuant to Section 7.1 will present fairly), in all material respects, the respective consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case respective entities as of such date respective dates and for such period periods in accordance with GAAP and (B) in the case of the Separation Pro FormasGAAP, have been prepared in good faith by the Guarantor, based on assumptions used subject to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower year-end audit adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, footnotes in the case of such balance sheet, unaudited or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to statements. The projections were prepared by the other events Parent in good faith and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementwere based on assumptions that were reasonable when made. (b) Since September 29Except as disclosed on Schedule 5.4, 2006since April 30, except for the Separation Transactions2002, there has been no material adverse change in (i) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of any of the Guarantor and its Subsidiaries, taken as a whole or Credit Parties. (iic) the healthcare business or operations None of the Initial Guarantor and its subsidiariesCredit Parties has on the date hereof any contingent liabilities, taken liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as a whole; referred to or reflected or provided that, for purposes in the balance sheet referred to in clause (a)(ii) of this Section 3.04(b), a “material adverse change” shall not include any change 5.4 or as described in Schedule 5.4 or as otherwise permitted pursuant to the extent resulting solely from any Existing Indenture Covered Defaultthis Agreement.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower or Ultimate Parent, as applicable, has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated the audited balance sheet and related statements of incomeincome or operations, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Borrower as of and for the fiscal year ended September 29December 31, 20062013, reported on by Deloitte & Touche LLP, independent public accountants Xxxxx Xxxxxxxx LLP (without a “going concern” or like qualification or exception and (iii) its pro forma combined balance sheet and statements of income without any qualification or exception as to the scope of such date or for such period, adjusted to give pro forma effect audit) to the consummation of the Separation Transactions, certified by its chief effect that such financial officer (the “Separation Pro Forma”). Such financial statements, (A) statements present fairly, fairly in all material respects, respects the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position condition and results of operations of such subsidiaries the Borrower and businesses, in the case of the statements referred to in clause (ii) above, in each case its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP consistently applied and (Bii) in the case unaudited balance sheet and related statements of income or operations, stockholders equity and cash flows of Ultimate Parent as of and for the fiscal quarter and the portion of the Separation Pro Formasfiscal year ended September 30, have been prepared 2014. Such financial statements present fairly, in good faith by all material respects, the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations and cash flows of the Guarantor Borrower and its Subsidiaries Consolidated Subsidiaries, or Ultimate Parent and its Consolidated Subsidiaries, as applicable, as of such datedates and for such periods in accordance with GAAP, assuming subject to year-end audit adjustments, reclassifications and the Spin Distributions had actually occurred (x) at September 29, 2006, absence of footnotes in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such unaudited quarterly financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 2006, except for the Separation Transactions2013, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. No event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect is disclosed in the Borrower’s consolidated audited balance sheet and related statements of income or operations, stockholders equity and cash flows for the fiscal year ended December 31, 2013. (c) On the date hereof, no Credit Party has any material adverse change in Debt (iincluding Disqualified Capital Stock) the consolidated financial conditionor contingent liabilities, business off-balance sheet liabilities or operations of the Guarantor and its Subsidiariespartnerships, taken as a whole liabilities for taxes, unusual forward or (ii) the healthcare business long-term commitments or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated the consolidated balance sheet and statements of incomeoperations, shareholders changes in shareholders’ equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Borrower as of and for the fiscal year ended September 29December 31, 20062004, reported on by Deloitte & Touche PriceWaterhouseCoopers LLP, independent public accountants and (iiiii) its pro forma combined the consolidated balance sheet and statements of income operations, changes in shareholders’ equity and cash flows of the Borrower as of such date or and for such periodthe fiscal quarter ended March 31, adjusted to give pro forma effect to the consummation of the Separation Transactions2005, certified by its the chief financial officer of the Borrower and (iii) the “Separation Pro Forma”)consolidating balance sheet and statements of operations, changes in shareholders’ equity and cash flows of each of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2004 and the fiscal quarter ended March 31, 2005, in each case certified by the chief financial officer of the Borrower. Such financial statements as at December 31, 2004 and March 31, 2005 present fairly (in the case of said consolidated statements, (A) present fairly), in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Guarantor, Borrower and its consolidated Subsidiaries and (in the case of said consolidating financial statements) the statements referred to in clause (i) above, respective unconsolidated financial position of each of the Borrower and its Subsidiaries and the combined financial position and unconsolidated results of operations their respective operations, as of such subsidiaries dates and businessesfor such periods in accordance with GAAP, subject (in the case of the statements each financial statement as at March 31, 2005 and each consolidating financial statement referred to in clause (iiabove) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower year-end audit adjustments and the H Guarantor with absence of footnotes. Except as referred to or reflected or provided in such balance sheets (or the SEC on January 18related footnotes) as at December 31, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 20062004, in the case of such balance sheetBorrower’s report on Form 10-K for the fiscal year ended December 31, 2004 or (y) in the Borrower’s report on October 1Form 10-Q for the fiscal quarter ended March 31, 2005, none of the Borrower nor any of its Subsidiaries has on the Effective Date any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are required to be disclosed by GAAP or in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement.reports on Form 10-K or 10-Q. (b) Since September 29December 31, 2006, except for the Separation Transactions2004, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Borrower and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders on or before the Effective Date its Consolidated consolidated balance sheet and statements of income, shareholders shareholders’ equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, flows as of and for the fiscal year ended September 29December 31, 20062004, reported on audited by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)accountants. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration StatementGAAP. (b) Since September 29December 31, 20062004, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated business, operations, Property or financial condition, business or operations of the Guarantor Borrower and its Subsidiaries, Restricted Subsidiaries taken as a whole or and (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiariesRestricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has any material Debt (including Disqualified Capital Stock) other than, taken as a whole; provided thatthe Senior Notes, the Senior Subordinated Notes and, if and when issued, the Permitted Additional Notes, or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for, as of the Effective Date, in the Financial Statements, and after the Effective Date, in the financial statements furnished pursuant to Section 8.01. (d) Neither the Borrower nor any Restricted Subsidiary is a party to any material agreement with PLX or any Affiliate of PLX except for the Tax Allocation Agreement and the Master Separation Agreement.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders consolidated balance sheets of the Borrower as at March 31, 2015, March 31, 2014, and March 31, 2013, and related statements of operations, comprehensive income, stockholders’ equity and cash flows of the Borrower for the fiscal years ended at March 31, 2015, March 31, 2014, and March 31, 2013, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered public accounting firm. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. The Borrower has also heretofore furnished to the Lenders (i) its Consolidated consolidated balance sheet sheets of the “Communications Business of Xxxxxxx Corporation” as at December 31, 2014, and December 31, 2013, and related statements of earnings, comprehensive income, shareholders changes in parent’s equity and cash flowsflows for the fiscal years ended at December 31, 2014, and December 31, 2013, audited by and accompanied by the opinion of Ernst & Young LLP, independent registered public accounting firm, and (ii) an unaudited consolidated balance sheet of the “Communications Business of Xxxxxxx Corporation” as at the end of, and related statements of income and cash flows for the fiscal quarter and the portion of the fiscal year ended September 29March 31, 20062015. Such financial statements present fairly, reported in all material respects, the financial position, results of operations and cash flows of the “Communications Business of Xxxxxxx Corporation” as of such dates and for such periods in accordance with GAAP. (b) The Borrower has heretofore furnished to the Lenders a pro forma consolidated balance sheet of the Borrower and the Restricted Subsidiaries as at the end of, and related pro forma statements of operations for, the fiscal year ended December 31, 2014, prepared giving effect to the Transactions as if the Transactions had occurred on such date or at the beginning of such period, as the case may be (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) have been prepared by Deloitte & Touche LLPthe Borrower in good faith, independent public accountantsbased on assumptions believed by the Borrower on the date hereof to be reasonable, (ii) accurately reflect all adjustments determined by the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of Borrower in good faith to be necessary to give effect to the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants Transactions and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries Borrower as of such datedate and for such period, assuming as if the Spin Distributions Transactions had actually occurred (x) on such date or at September 29, 2006, in the case beginning of such balance sheetperiod, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementas applicable. (bc) Since September 29March 31, 2006, except for the Separation Transactions2015, there has been no event or condition that has resulted, or would reasonably be expected to result, in a material adverse change in the business, assets, operations, performance or condition (ifinancial or otherwise) the consolidated financial condition, business or operations of the Guarantor Borrower and its the Restricted Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated the combined balance sheet and audited combined financial statements of income, shareholders equity and cash flows, the Systems as of and for the fiscal year ended September 29ending December 31, 20061997, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, (ii) the combined balance sheet and audited combined financial statements of income of certain healthcare related subsidiaries RMH and businesses of the Guarantor, as described in the Healthcare Registration Statement, Borrower as of and for the fiscal year ended September 29, 2006ending December 31,1997, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants and (iii) its the unaudited pro forma combined balance sheet and combined financial statements of income RMG (based on the historical financial statements of the Systems and the combined historical statements of RMH and the Borrower) as of such date or and for such periodthe year ending December 31, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)1997. Such financial statements, (A) state statments present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor Systems, and its Subsidiaries RMH and the Borrower, as the case may be, as of such datedates and for such periods in accordance with GAAP, assuming subject to normal recurring year-end adjustments and the Spin Distributions had actually occurred (x) at September 29, 2006, in the case absence of such balance sheet, or (y) on October 1, 2005, in the case a statement of such statements of income, cash flows and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementfootnotes. (b) Since September 29December 31, 2006, except for the Separation Transactions1997, there has been no material adverse change in (i) the consolidated financial business, operations, assets, liabilities, operations or condition, business financial or operations otherwise, of the Guarantor Systems, taken as a whole, or the Borrower and its Subsidiaries, taken as a whole or whole. (c) The Borrower has heretofore furnished to the Lenders the pro forma combined balance sheet of RMG (based on the historical financial statements of the Systems and the combined historical statements of RMH and the Borrower) as of December 31, 1997, referred to in clause (a)(iii) of this Section. Such balance sheet presents fairly, in all material respects, the financial position of the Borrower and its Consolidated Subsidiaries as of December 31, 1997 in accordance with GAAP on a pro forma basis, adjusted to give effect (as if such events had occurred on such date) to (i) the formation of the Parent Companies, Capital Corporation and RMG, (ii) the healthcare business or operations consummation of the Initial Guarantor and its subsidiariesAcquisition, taken as a whole; provided that, for purposes (iii) the Transactions contemplated to occur on the Effective Date (including without limitation the making of this Section 3.04(bTerm Loans), a “material adverse change” shall not include any change (iv) the application of the proceeds therefrom as contemplated by the Acquisition Documents and the Loan Documents and (v) the payment of all legal, accounting and other fees related thereto to the extent resulting solely from any Existing Indenture Covered Defaultknown at the time of the preparation of such balance sheet. As of the date of such balance sheet and the Effective Date, the Borrower had and has no material liabilities, contingent or otherwise, including liabilities for taxes, long-term leases or forward or long-term commitments, which are not properly reflected on such balance sheet.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062003 (including the footnotes thereto), reported on by Deloitte & Touche KPMG, LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended March 31, 2004, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062003, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Borrower and its Subsidiaries, taken as a whole or and (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiariesSubsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, taken as a whole; provided thatoff-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except as referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Guarantor ------------------------------------------------ Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20061997, reported on by Deloitte & Touche Price Waterhouse LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended June 30, 1998, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of August 31, 1998, prepared giving effect to the Transactions as if the Transactions had occurred on such date and for such period in accordance with GAAP and date. Such pro forma consolidated balance sheet (Bi) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by the Guarantor Borrower to be reasonable), (ii) is based on the Closing Date information available to be reasonable under the circumstances Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of August 31, 1998 as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to in this Section 3.04 or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries has, as of the date of filing)Effective Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (bd) Since September 29June 30, 2006, except for the Separation Transactions1998, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Borrower and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet sheets and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062003, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended September 30, 2004, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Company and the combined financial position and results of operations consolidated Subsidiaries (prior to the Combination) as of such subsidiaries dates and businessesfor such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Company has heretofore furnished to the Lenders the consolidated balance sheets and statements of income, stockholders equity and cash flows of Molson (i) as of and for the fiscal year ended March 31, 2004, reported on by PricewaterhouseCoopers LLP, independent chartered accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2004, certified by its chief financial officer. Such financial statements present fairly, in each all material respects, the financial position, results of operations and cash flows of Molson and its consolidated subsidiaries as of such dates and for such periods in accordance with Canadian generally accepted accounting principles, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (c) The unaudited pro forma condensed combined balance sheet of the Company as of September 26, 2004, and the pro forma condensed combined statement of income of the Company for the period of four fiscal quarters ended September 26, 2004, prepared giving effect to the Combination Transactions as if the Combination Transactions had occurred on such date and at the beginning of such period, respectively, (i) have been prepared in good faith based on assumptions believed by the Company to be reasonable at the time made, (ii) were based on the best information available to the Company after due inquiry at the time made, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position, and results of operations of the Company and its consolidated Subsidiaries as of such date and for such period period, as if the Combination Transactions had occurred on such date and at the beginning of such period, respectively (it being agreed, however, that the representation and warranty contained in accordance with GAAP this clause (c), insofar as it relates to information concerning Molson and (B) in its subsidiaries, is made only to the case best knowledge of the Separation Pro Formas, have been prepared Company). (d) Except as disclosed to the Lenders or in good faith a filing by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor Company with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date Securities and Exchange Commission prior to be reasonable under the circumstances and were based upon currently available information as of the date of filing)this Agreement, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such datesince September 30, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions2004, there has been no not occurred or become known any event or circumstance that constitutes or would reasonably be expected to result in a material adverse change in (i) the consolidated business, assets, operations or financial condition, business or operations condition of the Guarantor Company and its Subsidiaries, taken as a whole or the Subsidiaries (ii) the healthcare business or operations of the Initial Guarantor including Molson and its subsidiaries), taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet sheets and related statements of income, shareholders stockholders’ equity and cash flows, flows (i) as of and for the fiscal year years ended September 29December 31, 20062005 and December 31, 2004, reported on by Deloitte Xxxxxx & Touche Xxxxx LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarter and the portion of the fiscal year ended September 29March 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants 2006 (and (iii) its pro forma combined balance sheet and statements of income as of such date or comparable period for such period, adjusted to give pro forma effect to the consummation of the Separation Transactionsprior fiscal year), certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations Subsidiaries as of such subsidiaries dates and businessesfor such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date and for such period in accordance with GAAP and date. Such pro forma consolidated balance sheet (Bi) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Holdings and the Guarantor on the Closing Date Borrower to be reasonable under reasonable), (ii) accurately reflects all adjustments necessary to give effect to the circumstances Transactions and were based upon currently available information (iii) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries as of the date of filing)Effective Date, and reflect as if the Transactions had occurred on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred . (xc) at September 29, 2006, Except as disclosed in the case of such balance sheet, financial statements referred to above or (y) on October 1, 2005, the notes thereto or in the case of such statements of incomeInformation Memorandum and except for the Disclosed Matters, and after giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) none of Holdings, the consolidated financial conditionBorrower or the Subsidiaries has, business or operations as of the Guarantor and its SubsidiariesEffective Date, taken as a whole any material direct or (ii) the healthcare business contingent liabilities, unusual long-term commitments or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Defaultunrealized losses.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Credit Parties have heretofore furnished delivered to the Administrative Agent Lender the following financial statements: (i) its Consolidated the consolidated balance sheet sheets and statements of incomeoperations, shareholders shareholders’ equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration StatementCredit Parties, as of and for the fiscal year years ended September 29December 31, 20062007, reported on audited and accompanied by Deloitte & Touche LLP, an opinion of the Credit Parties’ independent public accountants and accountants; (iiiii) its pro forma combined the draft audited consolidated balance sheet and statements of income operations, shareholder’s equity and cash flows of the Credit Parties, as of such date or and for such periodthe nine month period ended on September 30, adjusted to give pro forma effect to the consummation of the Separation Transactions2008, certified by its chief a Designated Financial Officer that such financial officer (statements fairly present the “Separation Pro Forma”). Such financial condition of the Credit Parties as at such date and the results of the operations of the Credit Parties for the period ended on such date and that all such financial statements, including the related schedules and notes thereto have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved, except as disclosed on Schedule 5.4; and (Aiii) the projected consolidated balance sheets, statements of operations and cash flows for the Credit Parties on a quarterly basis for fiscal year 2009. Except as disclosed on Schedule 5.4, such financial statements (except for the projections) present fairly, in all material respects, the respective consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case respective entities as of such date respective dates and for such period periods in accordance with GAAP and (B) in the case of the Separation Pro FormasGAAP, have been prepared in good faith by the Guarantor, based on assumptions used subject to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower year-end audit adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, footnotes in the case of such balance sheet, unaudited or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to statements. The projections were prepared by the other events Credit Parties in good faith and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementwere based on assumptions that were reasonable when made. (b) Since September 29Except as disclosed on Schedule 5.4, 2006since December 31, except for the Separation Transactions2007, there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Credit Parties from that set forth in the December 31, 2007 financial statements referred to in clause (i) the consolidated financial condition, business or operations of paragraph (a) above. (c) None of the Guarantor and its SubsidiariesCredit Parties has on the date hereof any contingent liabilities, taken liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as a whole referred to or (ii) reflected or provided for in the healthcare business balance sheets as at the end of their respective fiscal years ended December 31, 2007, referred to above, as provided for in Schedule 5.4 annexed hereto, or operations of as otherwise permitted pursuant to this Agreement, or as referred to or reflected or provided for in the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of financial statements described in this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default5.4.

Financial Condition; No Material Adverse Change. (a) The Guarantor Holdings has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, flows (i) as of and for the fiscal year ended September 29February 2, 20061997, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarter and the portion of the fiscal year ended September 29July 18, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions1997, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorHoldings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of July 18, 1997, prepared giving effect to the Transactions as if the Transactions had occurred on such date and for such period in accordance with GAAP and date. Such pro forma consolidated balance sheet (Bi) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Holdings and the Guarantor Borrower to be reasonable), (ii) is based on the Closing Date best information available to be reasonable under Holdings and the circumstances Borrower after due inquiry, (iii) accurately reflects in all material respects all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) presents fairly, in all material respects, the pro forma financial position of Holdings and its consolidated Subsidiaries as of July 18, 1997 as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to in paragraphs (a) and (b) above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the date of filing)Effective Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (bd) Since September 29February 2, 2006, except for the Separation Transactions1997, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of Holdings, the Guarantor Borrower and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders its consolidated balance sheet and consolidated statements of operations and comprehensive income, stockholders' equity and cash flows (i) its Consolidated balance sheet and statements as of income, shareholders equity and cash flows, as and for the fiscal year years ended September 29December 31, 20062001, December 31, 2002, and December 31, 2003, reported on by Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, 2004 certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations Subsidiaries as of such subsidiaries dates and businessesfor such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date and for such period in accordance with GAAP and date. Such pro forma consolidated balance sheet (Bi) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by the Guarantor on the Closing Date Borrower to be reasonable under reasonable), (ii) accurately reflects all adjustments necessary to give effect to the circumstances Transactions and were based upon currently available information (iii) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries as of the date Effective Date as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, after giving effect to the Transactions, none of filing)the Borrower or its Subsidiaries has, and reflect as of the Effective Date, any material direct or contingent liabilities. (d) No event, change or condition has occurred that has had, or is reasonably likely to have, a material adverse effect on a pro forma basis the estimated Consolidated business, operations, assets, liabilities, financial position and condition or results of operations of Holdings, the Guarantor Borrower and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiarieswhole, taken as a whole; provided thatsince December 31, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default2003.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and consolidated statements of income, shareholders stockholders’ equity and cash flows, flows (i) as of and for the fiscal year ended September 29December 31, 20062009, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarters and the portions of the fiscal year ended March 31, 2010, June 30, 2010, and September 2930, 2006, reported on by Deloitte & Touche LLP, independent public accountants 2010 (and (iii) its pro forma combined balance sheet and statements of income as of such date or comparable period for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”prior fiscal year). Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations Subsidiaries as of such subsidiaries dates and businessesfor such periods in accordance with GAAP consistently applied, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) On and as of such date and for such period in accordance with GAAP and the Restatement Effective Date, no event, change or condition has occurred that has had, or could reasonably be expected to have, a material adverse effect on the business, operations, properties, assets, condition (Bfinancial or otherwise), liabilities (including contingent liabilities) in the case or prospects of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor Subsidiaries, taken as a whole, since December 31, 2009, provided that it is understood that the Lenders are satisfied with (and no such material adverse effect shall be deemed to have occurred with respect to) the SEC on January 18results of operations and financial conditions set forth in the financial statements for the period ended September 30, 20072010, as amended by set forth in the amendment thereto Borrower’s Form 10-Q filed with the SEC on April 20October 29, 2007 (2010, and the projections for the fiscal quarter of the Borrower ending December 31, 2010, and the fiscal year of the Borrower ending December 31, 2011, as set forth in the “Healthcare Registration Statement”) (which assumptions are believed Discussions with Lenders” dated November 2010, delivered by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect Borrower to the other events Administrative Agent and adjustments referred to with respect to such financial statements in the Healthcare Registration StatementLenders. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iix) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062004, reported on by Deloitte & Touche LLP, LLP independent public accountants accountants, and (iiiy) its pro forma combined balance sheet as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2005, reviewed by Deloitte & Touche LLP and (ii) the statements of income income, stockholders equity and cash flows of Mission as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended December 31, 2004 and March 31, 2005, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Borrower has heretofore furnished to the Lenders the unaudited, pro forma consolidated balance sheet and statements referred of income, stockholders equity and cash flows as of and for the six-month period ended June 30, 2005 adjusted to in clause (i) abovegive effect to the Mergers, this Agreement, and the combined other transactions contemplated by Section 6.01(h), certified by its chief financial officer as presenting fairly, in all material respects, the consolidated pro forma financial position and results of operations of such subsidiaries and businesses, in the case cash flows of the statements referred to in clause (ii) above, in each case Borrower and its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP GAAP, subject to year-end audit adjustments and (B) the absence of footnotes in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma unaudited quarterly financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062004, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiariesRestricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, taken as a whole; provided thatoff-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders the consolidated balance sheet and related statements of income and cash flows of the Borrower and its Consolidated Subsidiaries (i) its Consolidated balance sheet and statements as of income, shareholders equity and cash flows, as and for the fiscal year years ended September 29December 31, 20062010, December 31, 2011, and December 31, 2012, reported on by Deloitte & Touche KPMG LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year quarter ended September 29March 31, 20062013, reported on by Deloitte & Touche LLPsetting forth in comparative form the figures for the corresponding period of (or, independent public accountants and (iii) its pro forma combined in the case of the balance sheet and statements of income sheet, as of such date or for such periodthe end of) the previous fiscal year, adjusted to give pro forma effect to the consummation of the Separation Transactions, all certified by its chief financial officer (the “Separation Pro Forma”)a Responsible Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businessesfootnotes, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29December 31, 2006, except for the Separation Transactions2012, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor Borrower and its Restricted Subsidiaries, taken as a whole or (ii) it being understood that changes in commodity prices for Hydrocarbons affecting the healthcare business or operations of the Initial Guarantor oil and its subsidiaries, taken gas industry as a whole; provided that, for purposes of this Section 3.04(b), whole do not constitute a “material adverse change” shall not include any change ). (c) From April 1, 2013 to the extent resulting solely from any Existing Indenture Covered DefaultEffective Date and except for the Oil and Gas Interests actually acquired in the Haynesville Acquisition and the Oil and Gas Interests to be acquired in the Eagle Ford Acquisition, the cumulative economic effect of all Dispositions and Acquisitions of the Oil and Gas Interests included in the Initial Reserve Report during such period is less than five percent (5%) of the Engineered Value of the Oil and Gas Interests included in the Initial Reserve Report.

Financial Condition; No Material Adverse Change. (a) The Guarantor Parent Borrower has heretofore furnished to the Administrative Agent (i) its Consolidated the combined balance sheet and statements of income, shareholders stockholders equity and cash flowsflows of the U.S. Company, the Canadian Company and their respective subsidiaries, in each case (i) as of and for the fiscal year ended September 29December 31, 20062004, reported on by Deloitte & Touche LLP, independent public accountants, (ii) as of and for the combined balance sheet three fiscal quarters ended September 26, 2004, the fiscal quarter ended March 31, 2005 and statements of income of certain healthcare related subsidiaries the two fiscal quarters ended October 2, 2005, certified by a Financial Officer, and businesses of the Guarantor, as described in the Healthcare Registration Statement, (iii) as of and for the fiscal year months ended September 29on or about October 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants 2005 and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions2004, certified by its chief financial officer (the “Separation Pro Forma”)a Financial Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorU.S. Company, the Canadian Company and their respective subsidiaries as of such dates and for such periods and, in the case of the financial statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period were prepared in accordance with GAAP GAAP, subject to year-end audit adjustments and the absence of footnotes. (Bb) in The Parent Borrower has heretofore furnished to the case Lenders its pro forma combined balance sheet as of October 2, 2005, prepared giving effect to the Separation Pro Formas, have Transactions as if the Transactions had occurred on such date. Such pro forma combined balance sheet (i) has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Holdings and the Guarantor on the Closing Date Parent Borrower to be reasonable under reasonable), (ii) accurately reflects all adjustments necessary to give effect to the circumstances Transactions (it being understood and were based upon currently available information agreed that purchase accounting adjustments will not have been made on such pro forma combined balance sheet) and (iii) presents fairly, in all material respects, the estimated pro forma financial position of the Parent Borrower and the Subsidiaries as of September 30, 2005, as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to in paragraphs (a) and (b) of this Section 3.04 or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Loan Parties has, as of the date of filing)Effective Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material direct or contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (bd) Since September 29With respect to any Borrowing, 2006acceptance and purchase of B/As and issuance, except for amendment, renewal or extension of Letters of Credit following the Separation TransactionsEffective Date, there no event, change, effect or circumstance has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided occurred that, for purposes of this Section 3.04(b)individually or in the aggregate, has had, or could reasonably be expected to have, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect, since June 30, 2005.

Financial Condition; No Material Adverse Change. (a) The Guarantor Holdings has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated balance sheet and the consolidated statements of income, shareholders stockholders' equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Company as of and for the fiscal year years ended September 29June 30, 20061998, June 30, 1999, and June 30, 2000, and (ii) the consolidated balance sheets of the Company as of June 30, 1999, and June 30, 2000, in each case reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)accountants. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorAcquired Company as of such dates and for such periods in accordance with GAAP. (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of June 30, 2000, and its pro forma statements of income stockholders' equity and cash flows as of and for the fiscal year ended June 30, 2000, in each case prepared giving effect to the case of Transactions as if the Transactions had occurred on such date. Such pro forma consolidated financial statements referred to in clause (i) abovehave been prepared in good faith based on assumptions made known to the Lenders (which assumptions are believed by Holdings and the Borrowers to be reasonable at the time of preparation) and upon information not known to be incorrect or unreasonable in any material respect and (ii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions. (c) Holdings has heretofore furnished to the Lenders unaudited summary financial statements of the Company for each fiscal month ended after June 30, 2000, and at least 30 days prior to the combined date hereof. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Company and its consolidated subsidiaries as of such subsidiaries dates and businesses, for such periods in accordance with GAAP. (d) Except as disclosed in the case of the financial statements referred to in clause paragraphs (iia) above, in each case as of such date and for such period in accordance with GAAP and (Bb) above or the notes thereto or in the case Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Separation Pro FormasBorrowers or the Subsidiaries has, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing)Effective Date, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such dateany material contingent liabilities, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, unusual long-term commitments or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunrealized losses. (be) Since September 29June 30, 2006, except for the Separation Transactions2000, there has been no material adverse change in (i) the consolidated business, financial condition, business condition or results of operations of Holdings, the Guarantor Borrowers and its the Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent each Credit Party (i) a copy of its Consolidated Form 10-K for the fiscal year ending September 30, 1997, containing the audited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as of September 30, 1997 and September 30, 1996, and the related consolidated statements of income, shareholders stockholders' equity and cash flows, as and flows for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountantsperiods then ended, (ii) the combined unaudited consolidating balance sheet sheets of the Borrower and its Subsidiaries and the related unaudited consolidating statements of income of certain healthcare related subsidiaries income, stockholders equity and businesses of the Guarantor, as described in the Healthcare Registration Statement, cash flows as of and for the fiscal year ended September 2930, 2006, reported on by Deloitte & Touche LLP, independent public accountants 1997 and (iii) a copy of its pro forma combined Form 10-Q for the fiscal quarter ending December 31, 1997, containing the unaudited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries for such fiscal quarter, together with the related statements of income as of such date or and cash flows for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)fiscal quarter then ended. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the quarterly and consolidating statements referred to above in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause clauses (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) iii). Except as fully reflected in the case such financial statements, there are no material liabilities or obligations of the Separation Pro Formas, have been prepared in good faith a nature required by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date GAAP to be reasonable under set forth in such financial statements or the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to footnotes thereto with respect to such financial statements in the Healthcare Registration Statement. Borrower or any of its Subsidiaries of any nature whatsoever (b) whether absolute, contingent or otherwise and whether or not due). Since September 2930, 2006, except for the Separation Transactions1997, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse Material Adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to statement of consolidated financial condition of the Administrative Agent (i) US Borrower and its Consolidated balance sheet Subsidiaries as at October 31, 2010 and the related statements of income, shareholders equity consolidated income and retained earnings and consolidated cash flows, as and flow for the such fiscal year ended September 29, 2006on such date, reported on by Deloitte & Touche LLPKPMG, independent public accountants, (ii) the combined balance sheet and statements copies of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect which have heretofore been furnished to the consummation of the Separation TransactionsLenders, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows flow for such fiscal year then ended. (b) The unaudited statement of consolidated financial condition of the GuarantorUS Borrower and its Subsidiaries as at July 31, 2011 and the related unaudited statements of consolidated income and retained earnings and consolidated cash flow for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, present fairly, in all material respects, the case consolidated financial condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flow for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (c) All the financial statements referred to in clause clauses (ia) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (Bb) in of this Section 5.04, including the case of the Separation Pro Formasrelated schedules and notes thereto, have been prepared in good faith accordance with GAAP, applied consistently throughout the periods involved (except as approved by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007such accountants or Responsible Officer, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing)case may be, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor as disclosed therein). (d) The US Borrower and its Subsidiaries as do not have, at the date hereof, any material Guarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, derivatives that are not reflected in the case of such balance sheet, or (y) on October 1, 2005, in the case of such financial statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementthis Section. (be) Since September 29October 31, 2006, except for the Separation Transactions2010, there has been no material adverse change in (i) the consolidated business, assets, property or financial condition, business or operations condition of the Guarantor US Borrower and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) its Consolidated Agent, its, Skinny’s, Inc. and Alon USA’s internally prepared consolidated balance sheet sheets and statements of income, shareholders stockholders’ equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, flows as of and for the fiscal year ended September 29December 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorAlon USA, Borrower, Borrower’s consolidated Subsidiaries and ALOSKI’s consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes; provided that with respect to Skinny’s, Inc., such financial statements were provided without representation other than the Borrower is not aware of any modifications that should be made to the balance sheet, income statement and cash flow statement in order for such financial statements of Skinny’s, Inc. to be in conformity with GAAP; and further provided that the Borrower has heretofore furnished to the Administrative Agent the internally prepared consolidated balance sheets and statements of income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2005 for Skinny’s, Inc., and to the best of Borrower’s knowledge, the 2005 financial statements of Skinny’s, Inc. present fairly, in all material respects, the case of the statements referred to in clause (i) above, and the combined financial position and results of operations and cash flows of such subsidiaries and businessesSkinny’s, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement.Inc. (b) Since September 29December 31, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of the Guarantor Alon USA, ALOSKI, Skinny’s, Inc., Borrower and its their respective Subsidiaries, taken as a whole whole. (c) Except as disclosed in the financial statements referred to above or (ii) the healthcare business or operations notes thereto and except for Disclosed Matters, after giving effect to the Transactions, none of the Initial Guarantor and its subsidiariesBorrower, taken ALOSKI nor any their respective Subsidiaries has, as a whole; provided thatof the Effective Date, for purposes of this Section 3.04(b)any material contingent liabilities, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Defaultunusual long term commitments or unrealized losses.

Financial Condition; No Material Adverse Change. (a) The Guarantor Each of the Borrowers has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, flows (x) as of and for the fiscal year seven month transition period ended September 29December 31, 20062004, reported on by Deloitte Murrell, Hall, McIntosh & Touche LLPCo. PLLP, independent registered public accountantsaccounting firm, xxx (iix) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarter and the portion of the fiscal year ended September 29June 30, 20062005, reported on reviewed by Deloitte Murrell, Hall, McIntosh & Touche LLPCo PLLP. Such financial statements present fairly, independent public accountants in axx xxxxxial respects, the financial position and (iii) results of operations and cash flows of such Borrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. The Company has heretofore furnished to the Lenders the unaudited, pro forma combined consolidated balance sheet and statements of income income, stockholders equity and cash flows as of such date or and for such periodthe six-month period ended June 30, 2005 adjusted to give pro forma effect to this Agreement, and the consummation of the Separation Transactionsother transactions contemplated by Section 6.01(h), certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present as presenting fairly, in all material respects, the consolidated pro forma financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Company and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case its Consolidated Subsidiaries as of such date and for such period in accordance with GAAP GAAP, subject to year-end audit adjustments and (B) the absence of footnotes in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma unaudited quarterly financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062004, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Borrowers and its subsidiariestheir respective Subsidiaries has been conducted only in the ordinary course consistent with past business practices, taken in each case, except as a whole; provided thatdisclosed in the filings made with the SEC as of October 31, 2005 by the Company. (c) Neither of the Borrowers nor any of their respective Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.21) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, flows (i) as of and for the fiscal year ended September 29December 31, 20062009, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarter and the portion of the fiscal year ended September 29March 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)2010. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 29December 31, 20062009, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiariesRestricted Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, taken as a whole; provided thatoff-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments (other than the Gas Balancing Obligations and the Swap Agreements listed on Schedule 7.20) which are not referred to or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Guarantor Parent Borrower has heretofore furnished to the Administrative Agent (i) its Consolidated Lenders consolidated balance sheet and statements of income, shareholders stockholders equity and cash flowsflows for (i) the Global Borrower, as of and for the fiscal year ended September 29December 31, 20062003, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration StatementXxxxxxx Fertilizer Businesses, as of and for the fiscal year ended September 29May 31, 20062004, reported on by Deloitte & Touche KPMG LLP, independent public accountants accountants, and (iii) its pro forma combined balance sheet and statements of income the Parent Borrower, as of such date or and for such periodthe fiscal quarter and the six-month period ended November 30, adjusted to give pro forma effect to the consummation 2004, certified in each part on behalf of the Separation Transactions, certified Parent Borrower by its chief financial officer (the “Separation Pro Forma”)a Financial Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorGlobal Borrower, the Xxxxxxx Fertilizer Businesses and the Parent Borrower, respectively, and their consolidated subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iiii) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, Except as disclosed in the financial statements referred to above or the notes thereto or the Information Memorandum and except for the Separation TransactionsDisclosed Matters, there none of the Parent Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or material unrealized losses. (c) There has been no material adverse change in (i) or affecting the consolidated business, assets, operations or financial condition, business or operations condition of the Guarantor Parent Borrower, the Global Borrower, the Xxxxxxx Fertilizer Businesses and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its their respective subsidiaries, taken as a whole; provided that, for purposes as compared to their combined business, assets, operations and financial condition determined based upon (i) in the case of this Section 3.04(bthe Global Borrower and its subsidiaries, their business, assets, operations and financial condition as of December 31, 2003, and (ii) in the case of the Xxxxxxx Fertilizer Businesses (including subsidiaries forming a part thereof), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Defaulttheir business, assets, operations and financial condition as of May 31, 2004.

Financial Condition; No Material Adverse Change. (a) The Guarantor Each of the Company and Fort Hxxxxx has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders' equity and cash flows, flows (i) as of and for the fiscal year years ended September (A) in the case of the Company, December 25, 1994, December 31, 1995, and December 29, 20061996, reported on by Deloitte Coopers & Touche Lxxxxxx L.L.P., independent public accountants, and (B) in the case of Fort Hxxxxx, December 31, 1994, 1995 and 1996, reported on by Axxxxx Axxxxxxx LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarter and the portion of the fiscal year ended September 29(A) in the case of the Company, 2006March 30, reported on by Deloitte & Touche LLP1997, independent public accountants and (iiiB) its pro forma combined balance sheet and statements in the case of income as of such date or for such periodFort Hxxxxx, adjusted to give pro forma effect to the consummation of the Separation TransactionsMarch 31, 1997, in each case, certified by its chief financial officer (the “Separation Pro Forma”)appropriate Financial Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorCompany and its consolidated Subsidiaries and Fort Hxxxxx and its consolidated subsidiaries, in as the case may be, as of the statements referred such dates and for such periods in accordance with GAAP, subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) The Company has heretofore furnished to the Lenders its unaudited pro forma consolidated balance sheet and statements of income as of and for the fiscal quarter ended March 30, 1997. Such balance sheet was prepared giving effect to the Merger as if it had occurred on such date and for such period in accordance with GAAP and (B) in other financial statements were prepared giving effect to the case of the Separation Pro FormasMerger as if it had occurred on January 1, 1997. Such pro forma financial statements have been prepared in good faith by the GuarantorCompany, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date Company to be reasonable under the circumstances and were based upon currently available information as of on the date of filing)hereof and at the time made, and reflect present fairly on a pro forma basis (subject to normal year-end adjustments) the estimated Consolidated financial position and results of operations of the Guarantor Company and its Subsidiaries as of such datethe dates set forth above, assuming that the Spin Distributions Merger had actually occurred (x) at September 29, 2006, in on the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementdates set forth above. (bc) Since September December 29, 2006, except for the Separation Transactions1996, there has been no material adverse change in (i) the consolidated business, assets, results of operations or financial condition, business or operations condition of the Guarantor Company and its Subsidiaries, taken as a whole or Subsidiaries (ii) the healthcare business or operations of the Initial Guarantor including Fort Hxxxxx and its subsidiaries), taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor has Borrowers have heretofore furnished to the Administrative Agent Lenders (ii)(A) its Consolidated the consolidated balance sheet sheets and related consolidated statements of operations, comprehensive income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Parent Borrower and its consolidated Subsidiaries as of and for the fiscal year years ended September 29July 26, 20062014, reported on July 27, 2013 and July 28, 2012, in each case, audited by and accompanied by the unqualified opinion of Deloitte & Touche Touche, LLP, independent registered public accountants accounting firm, and (iiiB) the unaudited consolidated balance sheets and related consolidated statements of operations, comprehensive income and cash flows of the Parent Borrower and its pro forma combined consolidated Subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended October 25, 2014, January 24, 2015 and April 25, 2015 and (ii)(A) the consolidated balance sheet and related consolidated statements of income operations, comprehensive income, stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of such date or and for such periodthe fiscal years ended January 31, adjusted to give pro forma effect to 2015, February 1, 2014 and February 2, 2013, each audited by and accompanied by the consummation unqualified opinion of Deloitte & Touche, LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheet and related consolidated statements of operations, comprehensive income and cash flows of the Separation TransactionsAcquired Company and its consolidated subsidiaries as of and for the fiscal quarter ended May 2, certified by its chief financial officer (the “Separation Pro Forma”)2015. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorParent Borrower and its consolidated Subsidiaries or the Acquired Company and its consolidated subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii)(B) and (ii)(B) above, and . (b) The Borrowers have heretofore furnished to the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on Lenders a pro forma basis the estimated Consolidated financial position consolidated balance sheet and results related pro forma consolidated statement of operations of the Guarantor Parent Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on or about April 30, 2015, prepared giving effect to the Transactions as if the Transactions had occurred on such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005at the beginning of such period, in the case of such statements of income, and giving operations. Such pro forma consolidated balance sheet and pro forma statements of operations (i) have been prepared by the Borrowers in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Confidential Information Memorandum (which assumptions are believed on the date hereof by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the other events Transactions and adjustments referred to with respect to (iv) present fairly, in all material respects, the pro forma financial position and results of operations of the Parent Borrower and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended on or about April 30, 2015, as if the Transactions had occurred on such financial statements in date or at the Healthcare Registration Statementbeginning of such period, as the case may be. (bc) Since September 29July 26, 2006, except for the Separation Transactions2014, there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor and its Subsidiariescircumstance that has had, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b)would reasonably be expected to have, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet sheets and related statements of income, shareholders stockholders’ equity and cash flows, flows (i) as of and for the fiscal year years ended September 29December 31, 20062005 and December 31, 2004, reported on by Deloitte Xxxxxx & Touche Xxxxx LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal quarter and the portion of the fiscal year ended September 29March 31, 2006, reported on by Deloitte & Touche LLP, independent public accountants 2006 (and (iii) its pro forma combined balance sheet and statements of income as of such date or comparable period for such period, adjusted to give pro forma effect to the consummation of the Separation Transactionsprior fiscal year), certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations Subsidiaries as of such subsidiaries dates and businessesfor such periods in accordance with GAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Effective Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date and for such period in accordance with GAAP and date. Such pro forma consolidated balance sheet (Bi) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Holdings and the Guarantor on the Closing Date Borrower to be reasonable under reasonable), (ii) accurately reflects all adjustments necessary to give effect to the circumstances Transactions and were based upon currently available information (iii) presents fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries as of the date Effective Date, as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of filingHoldings, the Borrower or the Subsidiaries has, as of the Effective Date, any material direct or contingent liabilities, unusual long-term commitments or unrealized losses. (d) No event, change or condition has occurred that has had, or could reasonably be expected to have, a material adverse effect on the condition (financial or otherwise), and reflect on a pro forma basis the estimated Consolidated financial position and business, assets, liabilities or results of operations of Holdings, the Guarantor Borrower and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiarieswhole, taken as a whole; provided thatsince December 31, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default2005.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to statement of consolidated financial condition of the Administrative Agent (i) US Borrower and its Consolidated balance sheet Subsidiaries as at October 31, 2008 and the related statements of income, shareholders equity consolidated income and retained earnings and consolidated cash flows, as and flow for the such fiscal year ended September 29, 2006on such date, reported on by Deloitte & Touche LLPKPMG, independent public accountants, (ii) the combined balance sheet and statements copies of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect which have heretofore been furnished to the consummation of the Separation TransactionsLenders, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows flow for such fiscal year then ended. (b) The unaudited statement of consolidated financial condition of the GuarantorUS Borrower and its Subsidiaries as at July 31, 2009 and the related unaudited statements of consolidated income and retained earnings and consolidated cash flow for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, present fairly, in all material respects, the case consolidated financial condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and cash flow for the nine-month period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (c) All the financial statements referred to in clause clauses (ia) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (Bb) in of this Section 5.04, including the case of the Separation Pro Formasrelated schedules and notes thereto, have been prepared in good faith accordance with GAAP, applied consistently throughout the periods involved (except as approved by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007such accountants or Responsible Officer, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing)case may be, and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor as disclosed therein). (d) The US Borrower and its Subsidiaries as do not have, at the date hereof, any material Guarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, derivatives that are not reflected in the case of such balance sheet, or (y) on October 1, 2005, in the case of such financial statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. this Section. (be) Since September 29October 31, 2006, except for the Separation Transactions2008, there has been no material adverse change in (i) the consolidated business, assets, property or financial condition, business or operations condition of the Guarantor US Borrower and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (aA) The Guarantor Parent has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062015, reported on by Deloitte Ernst & Touche Young LLP, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended June 30, 2016, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorParent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause unaudited quarterly financial statements. (B) Since December 31, 2015, (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Parent and its subsidiariesSubsidiaries has been conducted only in the ordinary course consistent with past business practices. (C) Neither the Parent nor any of its Subsidiaries has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, taken as a whole; provided thatoff-balance sheet liabilities or partnerships, liabilities for purposes of this Section 3.04(b)taxes, a “material adverse change” shall not include any change to the extent resulting solely unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments, except for amounts that could be requested after the Closing Date in connection with the Borrower’s bonding obligations or as referred to or reflected or provided for in the financial statements described in Section 5.4(A) or as set forth on Schedule 7.2.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders' equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29October 31, 20061999, reported on by Deloitte & Touche LLP, independent public accountants and accountants, (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such periodeach fiscal quarter after October 31, adjusted to give pro forma effect to 1999, and ended 30 days before the consummation of the Separation TransactionsClosing Date, certified by its chief financial officer and (iii) each fiscal month after the “Separation Pro Forma”)most recent 2000 fiscal quarter for which financial statements were received by the Lenders as described above and ended 30 days before the Closing Date, certified by its chief financial officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause clauses (ii) and (iii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of the Closing Date, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by the Guarantor Borrower to be reasonable), (ii) is based on the Closing Date best information available to be reasonable under the circumstances Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and were based upon currently available information (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated subsidiaries as of the Closing Date, as if the Transactions had occurred on such date of filing), and reflect on a (it being understood that such pro forma basis the estimated Consolidated financial position and results consolidated balance sheet does not constitute a guarantee of operations of the Guarantor and its Subsidiaries performance). (c) Except as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, disclosed in the case of such balance sheet, financial statements referred to above or (y) on October 1, 2005, the notes thereto or in the case of such statements of incomeInformation Memorandum and except for the Disclosed Matters, and after giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in Transactions, none of the Healthcare Registration StatementBorrower or the Subsidiaries has, as of the Closing Date, any material contingent liabilities, unusual long-term commitments or material unrealized losses. (bd) Since September 29, 2006, except for the Separation Transactions, there There has been no material adverse change in (i) the consolidated business, operations, properties, assets, financial condition, business contingent liabilities, prospects or operations material agreements of the Guarantor Borrower and its the Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiariessince October 31, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default1999.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders audited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows (i) its Consolidated balance sheet and statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062003, reported on by Deloitte & Touche LLPPricewaterhouseCoopers L.L.P., independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such periodthe fiscal quarter ended September 30, adjusted to give pro forma effect to the consummation of the Separation Transactions2004, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and each of its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since Except as disclosed in the financial statements referred to above or the notes thereto or in the Borrower’s quarterly report filed with the Securities and Exchange Commission on Form 10-Q for the fiscal quarter ended September 2930, 20062004, except for the Separation Disclosed Matters, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or material unrealized losses. (c) Since December 31, 2003, there has been no material adverse change in (i) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of the Guarantor Borrower and its Subsidiaries, taken as a whole or (ii) it being understood that neither the healthcare business or operations of matters disclosed in the Initial Guarantor and its subsidiariesBorrower’s report on Form 8-K filed with the Commission on July 8, taken as 2004 nor the transactions consummated pursuant to the Exchange Agreement constitute such a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default).

Financial Condition; No Material Adverse Change. (a) The Guarantor has Credit Parties have heretofore furnished to the Administrative Agent Lenders or made publicly available (i) its Consolidated the audited consolidated balance sheet and statements of income, shareholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses sheets of the Guarantor, as described in the Healthcare Registration Statement, Borrower and its consolidated Subsidiaries as of and for the fiscal year ended September 29ending December 31, 20062021 and the related audited consolidated statements of income, reported on by Deloitte & Touche LLPcash flow, independent public accountants and retained earnings of the Borrower and its consolidated Subsidiaries and (iiiii) the unaudited consolidated balance sheets of the Borrower and its pro forma combined balance sheet consolidated Subsidiaries as of and for the fiscal quarters ending March 31, 2022 and June 30, 2022 and the related unaudited consolidated statements of income as of such date or for such periodincome, adjusted to give pro forma effect to the consummation cash flow, and retained earnings of the Separation Transactions, certified by Borrower and its chief consolidated Subsidiaries. The financial officer (the “Separation Pro Forma”). Such financial statements, (A) statements described above present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case its consolidated Subsidiaries as of such date dates and for such period periods in accordance with GAAP and (B) in the case of the Separation Pro Formas, GAAP. The financial statements described above have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementreasonable assumptions. (b) Since September 29December 31, 20062021, no event, development or circumstance that could reasonably be expected to cause a Material Adverse Effect has occurred. (c) Except as listed on Schedule 7.04(c), neither the Borrower nor any of its Restricted Subsidiaries has on the date hereof after giving effect to the Transactions, any Debt (including Disqualified Capital Stock) or any material off-balance sheet liabilities or partnership liabilities, material liabilities for past due taxes, or any unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the Separation TransactionsFinancial Statements, there has been no material adverse change in (i) and the consolidated financial condition, business or operations of other written information provided by the Guarantor Borrower to Administrative Agent and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change Lenders prior to the extent resulting solely from any Existing Indenture Covered Defaultdate hereof.

Financial Condition; No Material Adverse Change. (a) The Guarantor United States Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062000, reported on by Deloitte & Touche LLPXxxxxx Xxxxxxxx, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended March 31, 2001, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorUnited States Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29December 31, 2006, except for the Separation Transactions2000, there has been no material adverse change in (i) the consolidated financial business, assets, operations, prospects or condition, business financial or operations otherwise, of the Guarantor United States Borrower and its Subsidiaries, taken as a whole or whole. (iic) The projections in the healthcare business or June 2001 Information Memorandum dated June, 2001, a copy of which has been furnished to each Lender prior to the Effective Date, have been prepared by the United States Borrower in light of the past operations of its businesses, but including future payments of known contingent liabilities, if any, and reflect projections for the four years ending December 31, 2005. Such projections are based upon estimates and assumptions stated therein, all of which the United States Borrower believes to be reasonable and fair in light of current conditions and current facts known to the United States Borrower as of the Initial Guarantor Borrowing Date and, as of the Initial Borrowing Date, reflect the United States Borrower's good faith and its subsidiariesreasonable estimates of the future financial performance of the United States Borrower and of the other information projected therein for the period set forth therein, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to it being recognized by the extent resulting solely Lenders that actual results may differ materially from any Existing Indenture Covered Defaultsuch projections and no representation is made that the projected results will in fact be obtained.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, flows as of and for the fiscal year ended September 29December 31, 20062015, reported on by Deloitte & Touche KPMG LLP, independent public accountants accountants, and (iiiii) consolidating balance sheets of the Company and its pro forma combined balance sheet Subsidiaries setting forth such information separately for the Company and each Subsidiary thereof and related consolidating statements of income operations for the Company and its Subsidiaries setting forth such information separately for the Company and each Subsidiary thereof as of such date or and for such periodthe fiscal year ending December 31, adjusted to give pro forma effect to 2015, and including in comparative form the consummation of figures for the Separation Transactionspreceding fiscal year, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case Company and of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, dates and for such periods in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect accordance with GAAP. The Company has also heretofore furnished to the other events Lenders its Form 10-Q as of and adjustments referred to with respect to such financial statements in for the Healthcare Registration Statementperiod ended September 30, 2015. (b) Since September 29December 31, 2006, except for the Separation Transactions2015, there has been no material adverse change in (i) the consolidated business, assets, operations, or financial condition, business or operations condition of the Guarantor Company and its Subsidiaries, taken as a whole or (ii) whole, except for any such changes that, individually and in the healthcare business or operations aggregate, have not resulted and could not reasonably be expected to result in a Material Adverse Effect. Except as disclosed in any of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this materials referred to in Section 3.04(b3.04(a), a “the Loan Parties have no material adverse change” shall liabilities, contingent or otherwise as of the Restatement Effective Date, not include any change disclosed on the financial statements or other disclosure materials referred to in Section 3.04(a), other than in respect of goods and services arising in the extent resulting solely from any Existing Indenture Covered Defaultordinary course of business.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent Lenders its (i) its Consolidated audited consolidated balance sheet and statements statement of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, flows as of and for the fiscal year ended September 29December 31, 20062008, all reported on by Deloitte & Touche LLP, a firm of independent public accountants acceptable to the Administrative Agent and (iiiii) its pro forma combined unaudited consolidated balance sheet and statements of income income, stockholders equity and cash flows as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended September 30, 2009, certified by its chief financial officer (the “Separation Pro Forma”)a Financial Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorBorrower and its Consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (i) above, and the combined unaudited quarterly financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementstatements. (b) Since September 2930, 20062009, except for the Separation Transactions, (i) there has been no material adverse change in (i) the consolidated financial conditionevent, business development or operations of the Guarantor circumstance that has had or could reasonably be expected to have a Material Adverse Effect and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Borrower and its subsidiaries, taken Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) Except as set forth on Schedule 9.02 or in a whole; provided that, for purposes of this Section 3.04(bcertificate delivered pursuant to ‎Section 8.01(d), a “neither the Borrower nor any Subsidiary has on the date hereof any material adverse change” shall not include Debt (including Disqualified Capital Stock) or any change to the extent resulting solely contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any Existing Indenture Covered Defaultunfavorable commitments.

Financial Condition; No Material Adverse Change. (a) The Guarantor Pro Forma Information (including the notes thereto), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Information has been prepared based on good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ materially from the projected results. (b) The Parent has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated audited combined balance sheet sheets of Progress Rail and Progress Metal and their Subsidiaries as of each of November 30, 2002, 2003 and 2004 and the notes thereto and the related combined statements of incomeoperations, shareholders shareholders’ equity and cash flows, as flows of Progress Rail and Progress Metal and their Subsidiaries for the fiscal year years then ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) the unaudited combined balance sheet sheets of Progress Rail and Progress Metal and their Subsidiaries as of each of February 29, 2004, May 31, 2004, August 31, 2004 and November 20, 2004 and the related combined statements of income operations, shareholders’ equity and cash flows of certain healthcare related subsidiaries Progress Rail and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of Progress Metal and their Subsidiaries for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)periods then ended. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorProgress Rail and Progress Metal and their Subsidiaries as of such dates and for such periods in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, year end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (bc) Since September 29November 30, 2006, except for the Separation Transactions2004, there has been no material adverse change in (i) the consolidated financial business, assets, operations or condition, business financial or operations otherwise, of Progress Rail and the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiariesLoan Parties, taken as a whole; provided that, for purposes of this Section 3.04(b), which could reasonably be expected to have a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor has heretofore furnished to the Administrative Agent (i) its Consolidated balance sheet and statements of income, shareholders shareholders’ equity and cash flows, flows as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined Consolidated balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro FormaFormas”). Such financial statements, (A) in the case of the financial statements described in clause (i), present fairly, in all material respects, the consolidated Consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case Guarantor as of such date and for such period in accordance with GAAP GAAP, and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the T Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Topaz Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Topaz Registration Statement. (b) Since September 29, 2006, except for the Separation Transactions, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare fire & safety and engineered products business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Parent has heretofore furnished to the Administrative Agent (i) and the Lenders its Consolidated consolidated balance sheet sheet, and the related consolidated or condensed consolidated, as applicable, statements of income, shareholders cash flows and shareholders’ equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, Parent and its Subsidiaries (a) as of and for the fiscal year ended September 29December 31, 20062011, reported on audited by Deloitte & Touche and accompanied by the unqualified opinion of KPMG LLP, independent certified public accountants accountants, and (iiib) its pro forma combined balance sheet and statements of income as of such date or and for such periodthe fiscal quarter ended June 30, adjusted to give pro forma effect to the consummation of the Separation Transactions2012, certified by its chief an Authorized Officer that such financial officer (the “Separation Pro Forma”). Such financial statements, (A) statements present fairly, fairly in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position condition and results of operations of the Guarantor Parent and its Subsidiaries as of such date, assuming dates and for such periods. Such financial statements were prepared in accordance with GAAP applied on a consistent basis. Since the Spin Distributions had actually occurred (x) at September 29, 2006, in date of the case of such balance sheet, or (y) on October 1, 2005, in the case of such audited financial statements of income, and giving pro forma effect the Parent that have most recently been delivered pursuant to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29, 2006, except for the Separation TransactionsSection 5.01(a), there has been no material adverse change change. (b) Except as disclosed to the Administrative Agent in (i) writing, none of the Parent, the Borrower or any Restricted Subsidiary has any material contingent liabilities, material liabilities for taxes, unusual and material forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in the consolidated financial condition, business or operations balance sheets of the Guarantor Parent or as otherwise disclosed to the Lenders in writing. (c) The Parent and its Subsidiariesthe Borrower have disclosed to the Lenders in writing any and all facts that, taken as a whole or (ii) in the healthcare business or operations reasonable good faith judgment of the Initial Guarantor Parent and its subsidiariesthe Borrower, taken as could reasonably be expected to result in a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor U.S. Borrower has heretofore furnished to the Administrative Agent Agents and to the Lenders (i) its Consolidated consolidated balance sheet and as of December 31, 2008, (ii) its consolidated statements of income, shareholders stockholders’ equity and cash flows, as and flows for the fiscal year Fiscal Years ended September 29December 31, 20062007, and December 31, 2008, in the case of clauses (i) and (ii), reported on by Deloitte Ernst & Touche Young LLP, independent public accountants, and (iiiii) the combined its consolidated balance sheet and combined statements of income of certain healthcare related subsidiaries income, stockholders’ equity and businesses of the Guarantor, as described in the Healthcare Registration Statement, cash flows as of and for the fiscal year three months ended September 29March 31, 20062009 (and the comparable period for the prior Fiscal Year), reported on as reviewed by Deloitte Ernst & Touche Young, LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such periodaccountants, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)in accordance with Statement on Auditing Standards No. 100. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorU.S. Borrower and its Subsidiaries as of such dates and for such periods in accordance with U.S. GAAP consistently applied, in the case of the statements referred subject to in clause (i) above, year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, footnotes in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statement. (b) Since September 29Except as disclosed in the financial statements referred to in clause (a) above or the notes thereto, 2006after giving effect to the Transaction, except for none of Holdings, the Separation TransactionsU.S. Borrower or any of their respective Subsidiaries has, there has been no material adverse change in (i) the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiariesBorrowing Date, taken as any material direct or contingent liabilities, unusual long term commitments or material unrealized losses. (c) There has not been any event, development or circumstance that has had, or could reasonably be expected to have, individually or in the aggregate, a wholeMaterial Adverse Effect since July 14, 2009; provided that, that the filing of the Cases shall not in and of itself be deemed a Material Adverse Effect for purposes of this Section 3.04(b8.04(c), a “material adverse change” shall not include any change . (d) The Credit Parties have disclosed to the extent resulting solely from any Existing Indenture Covered DefaultAgents and the Lenders all material assumptions with respect to the 13-Week Budget.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, flows as of and for the fiscal year ended September 29December 31, 20062012, reported on audited by and accompanied by the opinion of Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants and (iii) its pro forma combined balance sheet and statements of income as of such date or for such period, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, Borrower and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case its consolidated Subsidiaries as of such date and for such period in accordance with GAAP GAAP. Such balance sheets and (B) in the case notes thereto disclose all material liabilities, direct or contingent, of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information its consolidated Subsidiaries as of the date thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited consolidated balance sheet and related statements of filing)income, stockholder’s equity and reflect on a pro forma basis cash flows as of the estimated Consolidated end of and for the fiscal quarters ended March 31, 2013 and June 30, 2013, respectively and the then elapsed portion of the fiscal year, certified by one of its Financial Officers. Such financial position statements represent fairly in all material respects the financial condition and results of operations of the Guarantor Borrower and its consolidated Subsidiaries on a consolidated basis as of such datedates and for such periods in accordance with GAAP consistently applied, assuming subject to normal year-end audit adjustments and the Spin Distributions had actually occurred (x) at September 29, 2006, in the case absence of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementfootnotes. (bc) Since September 29There has not occurred since December 31, 20062012, except for any event, occurrence, change, state of circumstances or condition which, individually or in the Separation Transactions, there aggregate has been no material adverse change in (i) the consolidated financial condition, business had or operations of the Guarantor and its Subsidiaries, taken as would reasonably be expected to have a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered DefaultMaterial Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to each of the Administrative Agent Lenders the following financial statements: (i) its Consolidated the audited consolidated balance sheet of Excel and its Subsidiaries as at December 31, 1996 and the related consolidated statements of income, shareholders equity retained earnings and cash flows, as flows of Excel and its Subsidiaries for the fiscal year ended September 29on such Credit Agreement ---------------- - 57 - date, 2006, reported on by Deloitte & Touche with the opinion thereon (in the case of such consolidated balance sheet and statements) of Arthur Andersen LLP, independent public accountants, ; (ii) the combined balance unaudited consxxxxxxex xxxxxxe sheet of Excel and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, its Subsidiaries as of and for the six-month period ended June 30, 1997 and the related consolidated statements of income, retained earnings and cash flows of Excel and its Subsidiaries as of and for such period; (iii) the audited consolidated balance sheet of Telco and its Subsidiaries as at December 31, 1996 and the related consolidated statements of income, retained earnings and cash flows of Telco and its Subsidiaries for the fiscal year ended September 29on such date, 2006, reported on by Deloitte & Touche LLP, independent public accountants and with the opinion thereon (iii) its pro forma combined in the case of such consolidated balance sheet and statements) of Deloitte & Touche; (iv) the unaudited consolidated balance sheet of Telco and its Subsidiaries as of and for the six-month period ended June 30, 1997 and the related consolidated statements of income as of such date or for such periodincome, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”). Such financial statements, (A) present fairly, in all material respects, the consolidated financial position and results of operations retained earnings and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor Telco and its Subsidiaries as of and for such dateperiod; and (v) the unaudited pro forma consolidated balance sheet of the Company and its Subsidiaries for the period ended June 30, assuming 1997, prepared under the Spin Distributions assumption that the Merger Transactions had actually occurred (x) at September 29on June 30, 20061997 and the related statements of income of the Company and its Subsidiaries for the six-month period ended June 30, in 1997, prepared under the case of such balance sheet, or (y) assumption that the Merger Transactions had occurred on October January 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to 1997. All such financial statements (actual and pro forma) are complete and correct and fairly present the consolidated financial condition of the respective entities and their Subsidiaries, as the case may be, and the consolidated results of their respective operations for the fiscal year or the six-month period, as the case may be, ended on such dates, all in accordance with generally accepted accounting principles and practices applied on a consistent basis, subject to year-end adjustments for such interim financial statements. None of such respective entities or any of their Subsidiaries has on the Healthcare Registration Statementdate hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in their respective balance sheets as at such date. (b) Since September 29June 30, 2006, except for the Separation Transactions1997, there has been no material adverse change in (i) the consolidated financial condition, operations or business or operations of the Guarantor and its Subsidiaries, taken as a whole or (ii) the healthcare business or operations of the Initial Guarantor Company and Credit Agreement ---------------- - 58 - its subsidiariesRestricted Subsidiaries, taken as a whole; provided that, for purposes of this from that set forth in the pro forma financial statements referred to in Section 3.04(b8.05(a)(v), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished to the Administrative Agent Lenders (i) its Consolidated consolidated balance sheet and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iiA) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29December 31, 20062010, reported on by Deloitte Ernst & Touche LLPYoung, independent public accountants accountants, and (iiiB) its pro forma combined balance sheet and statements of income as of such date or and for such periodthe nine month period ended September 30, adjusted to give pro forma effect to the consummation of the Separation Transactions2011, certified by its chief financial officer (the “Separation Pro Forma”)officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the GuarantorCompany and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (iB) aboveabove and (ii) the (A) unaudited consolidated balance sheet of the Target and its subsidiaries as of December 31, 2011 and related consolidated statements of income and cash flows of the combined Target and its subsidiaries for the eight month period then ended and (B) audited consolidated balance sheet and statements of income and cash flows of the Target and its subsidiaries as of December 31, 2011 for the fiscal year ended March 31, 2011. Such financial position statements are based upon the information contained in the books and records of the Target and its subsidiaries, were prepared in conformity with GAAP and present fairly in all material respects the consolidated financial conditions and results of operations and cash flows of such the Target and its subsidiaries as of the times and businessesfor the periods referred to therein, subject solely in the case of the unaudited financial statements referred to in clause (ii) above, in each case as of such date and for such period in accordance with GAAP and (B) in the case of the Separation Pro Formas, have been prepared in good faith by the Guarantor, based on assumptions used to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the absence of footnote disclosures and other events presentation items and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementchanges resulting from normal year-end adjustments. (b) Since September 29No event, 2006change or condition has occurred that has had, except for the Separation Transactionsor could reasonably be expected to have, there has been no material adverse change in (i) a Material Adverse Effect (determined with the consolidated financial conditioninclusion, business or operations for periods after the Effective Date of the Guarantor Target and its Subsidiariessubsidiaries) since December 31, taken as a whole 2011 or (ii) a “material adverse effect” on the healthcare business business, operations, property or operations financial condition of the Initial Guarantor Target and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(b)since November 30, a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default2011.

Financial Condition; No Material Adverse Change. (a) The Guarantor Borrower has heretofore furnished delivered to the Administrative Agent Lenders the following financial statements: (i) its Consolidated the audited consolidated balance sheet and statements of incomeearnings (loss), shareholders equity stockholders’ deficit and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, (ii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses flows of the Guarantor, as described in the Healthcare Registration Statement, Holding Company and its Subsidiaries as of and for the fiscal year ended September 29December 31, 20062002, reported on accompanied by Deloitte an opinion of Ernst & Touche Young LLP, independent public accountants accountants; and (ii) the unaudited consolidated and (iii) its pro forma combined balance sheet and consolidating statements of income income, retained earnings and cash flows of the Credit Parties for the month most recently ended and for which monthly financial statements are available and for the period ending as of the end of such date or for month, and the related consolidated and consolidating balance sheets of the Credit Parties as at the end of such period, adjusted to give pro forma effect setting forth in each case in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year (except that, in the case of balance sheets, such comparison shall be to the consummation last day of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”prior fiscal year). Such financial statements, (A) statements present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the Guarantor, in the case of the statements referred to in clause (i) above, and the combined financial position and results of operations of such subsidiaries and businesses, in the case of the statements referred to in clause (ii) above, in each case respective entities as of such date respective dates and for such period periods in accordance with GAAP and (B) in the case of the Separation Pro FormasGAAP, have been prepared in good faith by the Guarantor, based on assumptions used subject to prepare the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower year-end audit adjustments and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as absence of the date of filing), and reflect on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, footnotes in the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in the Healthcare Registration Statementunaudited statements. (b) Since September 29December 31, 2006, except for the Separation Transactions2002, there has been no material adverse change in (i) the consolidated business, assets, liabilities, operations or financial condition, business or operations of the Guarantor and its Subsidiaries, taken as Credit Parties which would reasonably be expected to have a whole or Material Adverse Effect. (iic) the healthcare business or operations None of the Initial Guarantor and its subsidiariesCredit Parties has on the Effective Date any contingent liabilities, taken liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as a whole; referred to or reflected or provided thatfor in the balance sheets as at December 31, for purposes of 2002 referred to above or as otherwise expressly provided in this Agreement or the financial statements described in this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default4.4.

Financial Condition; No Material Adverse Change. (a) The Guarantor Each of Holdings and the Borrower has heretofore furnished to the Administrative Agent (i) Lenders its Consolidated consolidated balance sheet sheets and statements of income, shareholders stockholders equity and cash flows, as and for the fiscal year ended September 29, 2006, reported on by Deloitte & Touche LLP, independent public accountants, flows (iii) the combined balance sheet and statements of income of certain healthcare related subsidiaries and businesses of the Guarantor, as described in the Healthcare Registration Statement, as of and for the fiscal year ended September 29January 26, 20061997, reported on by Deloitte & Touche LLPPrice Waterhouse, independent public accountants accountants, and (iiiii) its pro forma combined balance sheet and statements of income as of such date or and for such period, adjusted to give pro forma effect to the consummation fiscal quarter and the portion of the Separation Transactionsfiscal year ended November 2, 1997, certified by its chief financial officer (the “Separation Pro Forma”)Financial Officer. Such financial statements, (A) statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Guarantor, in the case each of the statements referred to in clause (iA) above, Holdings and the combined financial position consolidated Subsidiaries and results of operations (B) the Borrower and the consolidated Borrower Subsidiaries as of such subsidiaries dates and businessesfor such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above, in each case . (b) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of February 1, 1998, prepared giving effect to the Transactions as if the Transactions had occurred on such date and for such period in accordance with GAAP and date. Such pro forma estimated consolidated balance sheet (Bi) in the case of the Separation Pro Formas, have has been prepared in good faith by the Guarantor, based on the same assumptions used to prepare the pro forma financial information contained statements included in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) Information Memorandum (which assumptions are believed by Acqco, Holdings and the Guarantor on the Closing Date Borrower to be reasonable under reasonable) and (ii) presents fairly, in all material respects, the circumstances pro forma financial position of Holdings and were based upon currently available information its consolidated subsidiaries as of the date of filing), and reflect Effective Date as if the Transactions had occurred on a pro forma basis the estimated Consolidated financial position and results of operations of the Guarantor and its Subsidiaries as of such date, assuming the Spin Distributions had actually occurred . (xc) at September 29, 2006, Except as disclosed in the case of such balance sheet, financial statements referred to above or (y) on October 1, 2005, the notes thereto or in the case of such statements of incomeInformation Memorandum and except for the Disclosed Matters, and after giving pro forma effect to the other events and adjustments referred to with respect to such financial statements in Transactions, none of Acqco, Holdings, the Healthcare Registration StatementBorrower or the Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (bd) Since September 29January 26, 2006, except for the Separation Transactions1997, there has been no material adverse change in (i) the consolidated business, assets, operations, properties or financial conditioncondition or, business or operations as of the Guarantor Effective Date only, prospects of Holdings, the Borrower and its Subsidiariesthe Subsidiaries (and, taken as a whole or (ii) prior to the healthcare business or operations of the Initial Guarantor and its subsidiariesMerger, Acqco), taken as a whole; provided that, for purposes of this Section 3.04(b), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.

Financial Condition; No Material Adverse Change. (a) The Guarantor Company has heretofore furnished delivered (or caused to have been delivered) to the Administrative Agent (for distribution to the Lenders) (i) its Consolidated the consolidated balance sheet of the Company as of December 31, 2021 and December 31, 2022, and related combined statements of operations, comprehensive income, shareholders changes in equity and cash flows, as and flows of the Company for each of the fiscal three years year ended September 29December 31, 20062022, reported on in each case, audited by Deloitte & Touche and accompanied by the opinion of PricewaterhouseCoopers, LLP, independent registered public accountantsaccounting firm, (ii) the an unaudited condensed combined balance sheet of the Company as of June 30, 2023, and condensed combined statements of income of certain healthcare related subsidiaries operations, comprehensive income, changes in equity and businesses cash flows of the Guarantor, as described in the Healthcare Registration Statement, as of and Company for the fiscal year three and six months ended September 29June 30, 20062023 and June 30, reported on 2022, certified by Deloitte & Touche LLPits president, independent public accountants treasure, and (iii) its unaudited pro forma combined statements of operations for the six months ended June 30, 2023 and the year ended December 31, 2022 and an unaudited pro forma combined balance sheet and statements of income as of such date or for such periodJune 30, adjusted to give pro forma effect to the consummation of the Separation Transactions, certified by its chief financial officer (the “Separation Pro Forma”)2023. Such financial statements, statements referred to in clauses (Ai) and (ii) of this Section 3.04 present fairly, in all material respects, the consolidated financial position and position, results of operations and cash flows of the GuarantorCompany and its consolidated Subsidiaries as of such date and for such period in accordance with GAAP, in the case of the statements referred subject to in clause (i) above, normal year-end audit adjustments and the combined financial position and results absence of operations of such subsidiaries and businesses, certain footnotes in the case of the statements referred to in clause (ii) above, . Such pro forma financial statements referred to in each case as of such date and for such period in accordance with GAAP and clause (Biii) in the case of the Separation Pro Formas, have been prepared by the Company in good faith by the Guarantorfaith, based on the assumptions used believed by the Company to prepare be reasonable at the time made, and (ii) present fairly, in all material respects, the pro forma financial information contained in the S-1 Registration Statement filed by the Borrower and the H Guarantor with the SEC on January 18, 2007, as amended by the amendment thereto filed with the SEC on April 20, 2007 (the “Healthcare Registration Statement”) (which assumptions are believed by the Guarantor on the Closing Date to be reasonable under the circumstances and were based upon currently available information as of the date of filing), and reflect on a pro forma basis the estimated Consolidated consolidated financial position and the pro forma consolidated results of operations of the Guarantor and its Subsidiaries Persons described therein as of such date, assuming the Spin Distributions had actually occurred (x) at September 29, 2006, in dates thereof and for the case of such balance sheet, or (y) on October 1, 2005, in the case of such statements of income, and periods covered thereby after giving pro forma effect to the other events Separation and related adjustments referred to in accordance with respect to such Article 11 of Regulation S-X; provided that the financial statements set forth in this Section 3.04(a) were delivered when the Healthcare Registration StatementCompany filed the same on a publicly available website of the Company or the SEC (e.g., “EXXXX”). (b) Since September 29December 31, 2006, except for the Separation Transactions2022, there has been no material adverse change event or condition that has resulted or would reasonably be expected to result in a Material Adverse Effect (i) it being understood and agreed that in no event shall the consolidated financial condition, business or operations of the Guarantor and its Subsidiaries, taken as Separation Transactions be deemed to result in a whole or (ii) the healthcare business or operations of the Initial Guarantor and its subsidiaries, taken as a whole; provided that, for purposes of this Section 3.04(bMaterial Adverse Effect), a “material adverse change” shall not include any change to the extent resulting solely from any Existing Indenture Covered Default.