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

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Lenders its the following financial statements: (i) the audited consolidated balance sheet and related consolidated sheet, statements of operations and earnings, statements of stockholders’ equity, statements of cash flows and stockholders’ equity notes to consolidated financial statements of Holdings and the applicable Credit Parties as of and for (i) the fiscal years ended December 31, 2003, 2004 and December 312005 respectively, 2005, each reported on accompanied by an opinion of Ernst & Young LLPYoung, LLP independent public accountants, ; (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified the pro forma unaudited consolidated balance sheet as of the Effective Time prepared by its chief financial officer, and the Borrower under the assumption that the Transactions had been consummated; and (iii) each projected statements of October and November 2006, certified by its chief financial officercash flow for the Credit Parties for fiscal years 2006 through 2010. Such financial statements (except for any portion thereof which represents a projection or assumption as to future events of the date of such statement, including any financial projections and pro formas) in the Borrower’s opinion present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries respective entities as of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of such unaudited statements. Such pro forma statements were prepared by the statements referred to Credit Parties in clauses (ii) good faith and (iii) aboveincorporate adjustments that were reasonable when made. Such projections were prepared by the Credit Parties in good faith and were based on assumptions that the Credit Parties believed were reasonable when made. (b) The Borrower Since December 31, 2005, there has heretofore delivered to been no change in the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of business, assets, operations and cash flows and stockholders’ equity as of September 30or condition, 2006financial or otherwise, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma Credit Parties taken as a whole from that set forth in the December 31, 2005 audited consolidated financial statements have been prepared referred to in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum clause (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as i) of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on paragraph (a) above that has a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beMaterial Adverse Effect. (c) No eventNone of the Credit Parties has on the date hereof any contingent liabilities, change liabilities for taxes, long term leases or condition has occurred unusual forward or long-term commitments in each case that has hadare material in relation to the Credit Parties taken as a whole, except as referred to or reflected or provided for in the balance sheets as at the end of their respective fiscal years ended in 2004 and 2005 (or notes thereto), referred to above, as provided for in Schedule 4.4, or would reasonably be expected as otherwise expressly provided in this Agreement, or as referred to have, a Material Adverse Effect, since December 31, 2005or reflected or provided for in the financial statements described in this Section 4.4.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished Reference is made to the Lenders its Parent’s audited consolidated balance sheet sheets and related consolidated statements of operations income, members’ equity and cash flows and stockholders’ equity as of and for (i) the fiscal years ended year ending December 31, 2004 2021 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officerfiled with the SEC. Such financial statements of Parent present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries the New Loan Parties as of such dates date and for such periods period in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited a reasonably satisfactory pro forma consolidated balance sheet cash flow model and related pro forma consolidated statements projections (including cash flow and outstanding Debt projections), of operations the Borrower and cash flows and stockholders’ equity its Consolidated Restricted Subsidiaries as of September 30the Effective Date, 2006, prepared after giving effect to the Transactions as if they had occurred, with respect contemplated to such balance sheet, on such date and, with respect to such other financial statements, occur on the first day of the 12-month period ending on such date. Such pro forma financial statements have Effective Date, certified by a Responsible Officer as having been prepared in good faith by the Borrowerbased upon reasonable assumptions, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable)it being understood that such projections, are based on the best information available including any revenues and volumes attributable to the Borrower as Oil and Gas Properties of the date of delivery thereofLoan Parties and production and cost estimates are necessarily based upon professional opinions, accurately reflect all adjustments required to be made to give effect to the Transactions estimates and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower projections and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at Loan Parties do not warrant that such date or at the beginning of such periodopinions, as the case may beestimates and projections will ultimately prove to have been accurate. (c) No Since December 31, 2021, there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to have, have a Material Adverse Effect. (d) No Loan Party has on the Effective Date and thereafter any Material Debt (including Disqualified Capital Stock) or any contingent liabilities, since December 31off-balance sheet liabilities or partnerships, 2005liabilities 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 the Financial Statements or otherwise disclosed in writing to the Administrative Agent.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations earnings, shareholders’ equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended December July 31, 2004 and December 31July 30, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) to the extent possible in the exercise of the Borrower’s commercially reasonable efforts, as of and for each subsequent fiscal quarter subsequent to December 31, 2005 month ended on or prior to September at least thirty (30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006days before the Closing Date, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations earnings, shareholder’s equity and cash flows and stockholders’ equity as of September July 30, 20062005, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the date hereof and on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31July 30, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its Holdings' consolidated balance sheet and related consolidated statements of operations operations, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 1998, December 31, 1999 and December 31, 20052000, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower Holdings has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet as of December 31, 2000 and related projected pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30for the fiscal year ended December 31, 20062001, prepared giving effect to (x) the Transactions under the Incremental Facility and the Structured Note Financing and (y) the transactions described in clause (x) and, in addition, the sale of its Williams Communications Solutions business unit, as if they had occurred, with respect to such balance sheet, events hxx xxxxxred on such date and, with respect to such other financial statements, or on the first day of such fiscal year, as the 12-month period ending on such datecase may be. Such projected pro forma financial consolidated balance sheets and statements of operations and cash flows (i) have been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower on the Closing Date to be reasonable), (ii) are based on the best information available to Holdings and the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect all adjustments required to be made necessary to give effect to the Transactions under the Incremental Facility and the Structured Note Financing and, in the case of one such set of financial statements, the sale of its Williams Communications Solutions business unit, and (iv) present fairly in faxxxx, xx all material respects on a respects, the pro forma basis the estimated consolidated financial position of Holdings and 68 the Borrower and its consolidated Subsidiaries as of such date and for such periodperiods as if the Transactions, assuming that the Transactions Structured Note Financing and, in the case of one such set of financial statements, the sale of its Williams Communications Solutions business unit had actually occurred at on such date or xxxx xx at the beginning of such period, as the case may be. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, none of Holdings or condition has occurred that has hadany Restricted Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual material long-term commitments or would reasonably unrealized material losses. (d) The projections delivered to the Lenders on the Amendment No. 5 Effective Date (the "Projections") were based on assumptions believed by the Borrower and Holdings in good faith to be expected to have, a Material Adverse Effect, since reasonable when made and as of their date represented the Borrower's and Holdings' good faith estimate of future performance of Holdings and the Subsidiaries and of the Borrower and its consolidated subsidiaries. (e) Since December 31, 20052000, there has been no Material Adverse Change.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Administrative Agent and the Lenders its (i) the consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows of Holdings and stockholders’ equity its consolidated Subsidiaries as of and for (i) the fiscal years Fiscal Year ended December 3125, 2004 and December 312015, 2005, each reported on by Ernst & Young BDO USA, LLP, independent public accountants, accountants and (ii) each the unaudited interim consolidated balance sheet of Holdings and its consolidated Subsidiaries dated March 25, 2016 and the related statements of income and cash flows for the three (3) fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officermonths then ended. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Holdings and its consolidated Subsidiaries as of such date and for such periodperiod in accordance with GAAP, assuming that subject to year-end audit adjustments and the Transactions had actually occurred at such date or absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Administrative Agent and the Lenders projected balance sheets, income statements and statements of cash flows of Holdings and its Subsidiaries for Fiscal Years 2016 through 2020. Such projections were prepared in good faith based upon assumptions believed to be reasonable at the beginning of time delivered and, if such periodprojected financial information was delivered prior to the Effective Date, as of the case may beEffective Date, and Holdings is not aware of any facts or information that would lead it to believe that such projections are incorrect or misleading in any material respect. (c) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 3125, 20052015.

Financial Condition; No Material Adverse Change. (a) The Borrower has Borrowers have heretofore furnished to the Lenders its the consolidated balance sheet and related consolidated statements statement of operations income, stockholders equity and cash flows of Alta Enterprises and stockholders’ equity its Subsidiaries (as described in such audit) as of and for (i) the fiscal years Fiscal Year ended December 31, 2004 and December 312020, 2005, each reported on audited by Ernst & Young UHY LLP, independent public accountants, (ii) each fiscal quarter subsequent to December and the consolidated balance sheet and statement of income, stockholders equity and cash flows of Alta Enterprises and its Subsidiaries as of January 31, 2005 ended on or prior to September 302021 prepared by a Financial Officer (collectively, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officerthe “Historical Financial Statements”). Such financial statements for the Fiscal Year ended December 31, 2020 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower Alta Enterprises and its Subsidiaries as of such date and for such periods in accordance with GAAP, and such financial statements as of January 31, 2021 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Alta Enterprises and its Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore pro forma financial statements and projections delivered to the Lenders its unaudited Administrative Agent prior to the Effective Date for the Fiscal Years ending December 31, 2020 through and including December 31, 2022 of Alta Group (the “Projections”) fairly present in all material respects the pro forma consolidated balance sheet financial condition of Alta Group and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared its Subsidiaries after giving effect to the Transactions as if they had occurredin accordance with GAAP, with respect and contain reasonable assumptions and give appropriate effect to such balance sheetthose assumptions, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), and are based on estimates and assumptions considered reasonable by Alta Group and the best information available to Alta Group at the Borrower time made, and use information consistent with the plans of Alta Group, it being recognized by the Administrative Agent and the Lenders, however, that projections as of the date of delivery thereof, accurately reflect all adjustments required to future events are not to be made to give effect to the Transactions viewed as facts, and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at actual results during the period or periods covered by said projections probably will differ from the projected results and that such date or at the beginning of such period, as the case differences may bebe material. (c) No eventSince December 31, change or condition 2020 there has occurred that has had, or would reasonably be expected to have, a been no Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet sheets of Holdings as of December 31, 2002, December 31, 2003 and December 31, 2004 and the related consolidated statements of operations and of cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31on such dates, 2004 and December 31, 2005, each reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief present fairly the consolidated financial officercondition of Holdings as of such dates, and (iii) each the consolidated results of October its operations and November 2006, certified by its chief financial officerconsolidated cash flows for the respective fiscal years then ended. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Holdings as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveaudit adjustments. (b) The Borrower Holdings has heretofore delivered furnished to the Lenders its unaudited projected pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30December 31, 2006, 2005 prepared giving effect to the Transactions as if they such Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such projected pro forma financial statements have consolidated balance sheet has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or reasonable at the beginning of such period, as the case may betime prepared). (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, none of Holdings, the Borrower or condition has occurred that has hadits Subsidiaries has, as of the Restatement Effective Date, any contingent liabilities, unusual long-term commitments or would unrealized losses that, individually or in the aggregate, could reasonably be expected excepted to have, result in a Material Adverse Effect, since . (d) Since December 31, 20052004, there has been no material adverse change in the business, operations, prospects, assets, liabilities or financial condition of Holdings, the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its copies of (i) Holdings’ consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years Fiscal Years ended December 31, 2004 2009 and December 31, 20052008, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each Target’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter subsequent to years ended December 31, 2005 ended 2009 and December 31, 2008 reported on or prior to September 30by Deloitte & Touche LLP, 2006, certified by its chief financial officer, independent public accountants and (iii) pro forma consolidated financial statements of the Borrower and its Subsidiaries (including the Target and its Subsidiaries) meeting the requirements of Regulation S-X under the Securities Act for registration statements (as if such a registration statement for a debt issuance of the Borrower became effective on the Initial Borrowing Date) on Form S-1 and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four Fiscal Quarter period ended at least 45 days before the Merger Agreement Date, prepared after giving effect to the Transaction as if the Transaction had occurred at the beginning of such period, in each of October and November 2006case, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its consolidated Subsidiaries and/or Target and its consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to In the Lenders its unaudited pro forma consolidated balance sheet case of representations and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30warranties made after the Merger Closing Date only, 2006since December 31, prepared giving effect to 2009, but for this purpose treating the Transactions Transaction as if they same had occurredbeen consummated prior thereto, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have there has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained no change in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable)business, are based on the best information available to the Borrower as assets, operations or financial condition of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Holdings and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such perioda whole, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bewhich could reasonably be expected to have a Material Adverse Effect. (c) No eventOn the Initial Borrowing Date, change or condition there has occurred that has had, or would reasonably be expected to have, a been no Exchange Offer Funding Date Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to Audited Financial Statements and the Lenders its consolidated balance sheet Unaudited Financial Statements have been prepared in accordance with GAAP and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, fairly in all material respects, respects the financial position condition and the results of operations and cash flows of the Borrower and its consolidated Subsidiaries applicable entities to which they relate as of such the dates and for such the periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) which they relate. The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements Pro Forma Financial Statements have been prepared in good faith by the Borrowerfaith, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower reasonable as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as at the twelve-month period ending December 31, 2017 and their estimated results of such date and operations for such periodthe periods covered thereby, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beperiods covered thereby. (cb) No Since the Closing Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect. Each Lender and the Administrative Agent hereby acknowledges and agrees that the Borrower and the Subsidiaries may be required to restate historical financial statements as the result of the implementation of changes in GAAP, since December 31or the respective interpretation thereof, 2005and that such restatements will not in and of themselves result in a Default or an Event of Default under the Loan Documents.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its a consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows for the Company and stockholders’ equity its Subsidiaries as of and for (i) the fiscal years year ended December 31, 2004 and December 312015, 2005, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower Since December 31, 2015, there has heretofore delivered to been no material adverse change in the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30business, 2006assets, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other property or financial statements, on the first day condition of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Company and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bea whole. (c) No eventThe Company has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income and cash flows for the five-year period beginning on January 1, change or condition has occurred 2016, in each case prepared on a basis consistent with the financial statements described in Section 3.04(a) and the estimates and assumptions stated therein, all of which the Company believes as of the date hereof to be reasonable and, as of the Effective Date, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries for such period; provided that has had(i) such forecasts are subject to significant uncertainties and contingencies, or would reasonably which may be expected to havebeyond the Company’s and its Subsidiaries’ control, a Material Adverse Effect, since December 31, 2005(ii) no assurances are given that the results forecasted in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and comprehensive income, stockholders’ equity and cash flows (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit , adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006the Closing Date, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained in statements provided to the Information Memorandum Lenders (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, (ii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iii) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated the Subsidiaries as of such date and for such period, assuming that the Closing Date as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) Except with respect to the FCPA Claims or as disclosed in the financial statements referred to above or the notes thereto, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the Closing Date, any material direct or contingent liabilities. (d) No event, change or condition has occurred that has had, or would is reasonably be expected likely to have, a Material Adverse Effectmaterial adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, since December 31, 2005; provided, that, to the extent covered by a cash investment by the Permitted Investors or other Persons (other than any Loan Party or Subsidiary thereof) directly or indirectly in the Borrower, the FCPA Claims shall not be deemed to have a material adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312007, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December quarters and the portions of the fiscal year ended March 31, 2005 ended on or prior to 2008, June 30, 2008, and September 30, 2006, certified by its chief financial officer, 2008 (and (iii) each of October and November 2006, certified by its chief financial officercomparable period for the prior fiscal year). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet On and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereofRestatement Effective Date, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No no event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations, properties, assets, condition (financial or otherwise), liabilities (including contingent liabilities) or prospects of the Borrower and the Subsidiaries, taken as a whole, since December 31, 20052007, 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 results of operations and financial conditions set forth in the financial statements for the period ended September 30, 2008, as set forth in the Borrower’s 10-Q filed with the SEC on October 28, 2008, and the projected “Base Case” and “Downside Case” for fiscal year 2008 as set forth in the Lender Discussion — Amendment Proposal dated December 17, 2008, delivered by the Borrower to the Administrative Agent and the Lenders.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity of the Acquired Business (i) as of and for (i) the fiscal years ended December 31, 2004 2002, December 31, 2001 and December 31, 20052000, each reported on by Ernst & Young KPMG LLP, independent public accountants, without qualification, (ii) each as of and for the fiscal quarter subsequent to December and the portion of the fiscal year ended March 31, 2005 ended 2003, reviewed by KPMG LLP, independent public accounts, as provided in Statement on or prior to September 30Auditing Standards No. 100, 2006, certified by its chief financial officer, without qualification and (iii) each as of October and November 2006for the fiscal quarter and the portion of the fiscal year ended June 30, 2003, certified by its chief financial officera Financial Officer (but subject to final adjustment by Sellers). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Acquired Business as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30March 31, 2006, 2003 prepared giving effect to the Transactions as if they such Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to Holdings and the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such perioddate, assuming that as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, none of Holdings, the Borrower or condition has occurred that has hadits Subsidiaries has, as of the Effective Date, any contingent liabilities, unusual long-term commitments or would unrealized losses that, individually or in the aggregate, could reasonably be expected excepted to have, result in a Material Adverse Effect, since . (d) Since December 31, 20052002, there has been no material adverse change in the business, operations, prospects, assets, liabilities or financial condition of the Acquired Business of Holdings, the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (including the notes thereto) of (i) AOLTW as of and for (i) the fiscal years year ended December 31, 2004 and December 312001, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each TWE as of and for the fiscal quarter subsequent to year ended December 31, 2005 ended 2001, reported on or prior to September 30by Ernst & Young LLP, 2006, certified by its chief financial officerindependent accountants, and (iii) TWEAN as of and for the fiscal year ended December 31, 2001, reported on by Ernst & Young LLP, independent accountants, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the financial position and results of October operations and November 2006cash flows, certified by respectively, of AOLTW, TWE and TWEAN and their respective consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP. (b) The unaudited consolidated balance sheets and statements of income, stockholders equity and cash flows of (i) AOLTW and its chief financial officer. Such financial statements consolidated Subsidiaries as of and for the three months ended March 31, 2002, (ii) TWE and its consolidated Subsidiaries as of xxx xxx xxx xxxxx xxnths ended March 31, 2002, and (iii) TWEAN and its consolidated Subsidiaries as of and for the three months ended March 31, 2002, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the financial position and results of operations and cash flows respectively of the Borrower AOLTW, TWE and its TWEAN, and their respective consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPSubsidiaries, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bein accordance with GAAP. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20052001, there has been no material adverse change in the business, assets, operations or financial condition of AOLTW and its consolidated Subsidiaries, taken as a whole (excluding the write-down of goodwill pursuant to the application of Financial Accounting Standard Board Statement No. 142 disclosed to the Lenders prior to the Effective Date) or of any other Borrower and its Restricted Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lender: (i) its consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows and stockholders’ equity as of and for (i) the fiscal years year ended December 31September 27, 2004 and December 312014, 2005, each reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) each fiscal quarter subsequent to December 31as of the Closing Date, 2005 ended on or prior to September 30, 2006, certified by its chief the other financial officer, and statements described in clause (iiii) each of October and November 2006, certified by its chief financial officerSection 4.01(d) below. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments consolidated statements of stockholders’ equity in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Since September 27, 2014, there has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually not occurred at such date or at the beginning of such period, as the case may be. (c) No any event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect. (c) The fair value of the assets of the Borrower and its Subsidiaries (both at fair valuation and at present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of the Borrower and its Subsidiaries and the Borrower and its Subsidiaries are able to pay all their liabilities as such liabilities mature and do not have unreasonably small capital with which to carry on their business. In computing the amount of contingent or unliquidated liabilities at any time, since December 31such liabilities will be computed at the amount which, 2005in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and comprehensive income, stockholders’ equity and cash flows as of and for (i) the fiscal years ended December 31, 2004 and 2004, December 31, 2005, each and December 31, 2006, reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveGAAP consistently applied. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30December 31, 2006, 2006 prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, (ii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iii) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries subsidiaries as of such date and for such periodDecember 31, assuming that 2006 as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) Except for (i) liabilities reflected in or reserved against in the financial statements referred to above or the notes thereto, (ii) liabilities incurred in the ordinary course of business and (iii) liabilities incurred in connection with the Transactions, after giving effect to the Transactions, none of Holdings, the Borrower or its subsidiaries has, as of the Effective Date, any liabilities that are, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect. (d) No event, change change, condition or condition state of facts has occurred that has hadresulted in, or would is reasonably be expected likely to haveresult in, individually or in the aggregate, a Material Adverse Effect, Effect since December 31, 20052006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to each of the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity annual audited financial statement as of at and for (i) the fiscal years year ended December 31, 2004 2016 and its unaudited financial statement as at and for the fiscal quarter ended March 31, 2017. The audited financial statements for the year ended December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent 2016 heretofore furnished to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements the Lenders present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Subsidiaries, as of such dates the respective date thereof and for such periods year, in accordance with GAAP. The Borrower’s unaudited balance sheet and statements of earnings and cash flows as of and for the fiscal quarter ended March 31, 2017 heretofore furnished to the Lenders were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower’s audited consolidated financial statements for the fiscal year ended December 31, 2016 except for the absence of notes required by GAAP and subject to normal recurring year-end adjustments. Subject to the absence of footnotes notes required by GAAP and normal recurring year-end adjustments adjustments, the Borrower’s unaudited interim financial statements as of March 31, 2017 present fairly, in all material respects, the case financial position and results of operations of the statements referred to in clauses (ii) Borrower and (iii) aboveits Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. (b) The Borrower Since December 31, 2016, there has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No no event, change development or condition has occurred circumstance that has had, or would reasonably be expected to have, result in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its (i) ARP’s consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (A) as of and for (i) the fiscal years year ended December 31, 2004 and December 312015, 2005, each reported on by Ernst & Young Xxxxx Xxxxxxxx LLP, independent public accountants, and (B) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2016 and (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by the Parent and its chief financial officer, and (iii) each Subsidiaries’ consolidated balance sheet as of October and November 2006the Effective Date, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent, the 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 and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveunaudited quarterly financial statements. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September Since June 30, 20062016, prepared giving effect (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and (ii) the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day business of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the BorrowerParent, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated the Restricted Subsidiaries as has been conducted only in the ordinary course consistent with industry standards for companies of such date similar type and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may besize. (c) No eventNone of the Parent, change the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or condition has occurred that has hadany material contingent liabilities, off-balance sheet liabilities or would reasonably be expected partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to have, a Material Adverse Effect, since December 31, 2005or reflected or provided for in the Financial Statements or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its Holdings’ consolidated balance sheet sheets and the related consolidated statements of operations operations, shareholder’s equity and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 2012 and December 31, 20052011, each audited and reported on by Ernst Deloitte & Young Touche LLP, independent public accountantsaccountants (without a “going concern” or like qualification, (ii) each fiscal quarter subsequent exception or statement and without any qualification or exception as to December 31, 2005 ended on or prior the scope of such audit other than with respect to September 30, 2006, certified by its chief the Borrower’s internal controls over financial officer, and (iii) each of October and November 2006, certified by its chief financial officerreporting for which an opinion as to effectiveness is not required). Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated Subsidiaries basis as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveGAAP consistently applied. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited Holdings’ pro forma consolidated balance sheet and related pro forma consolidated statements statement of operations and cash flows and stockholders’ equity as of September 30and for the fiscal year ended December 31, 20062012, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to in the case of such balance sheet, on such date and, with respect to in the case of such other financial statementsstatement of operations, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared by the Borrower in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower on the Closing Date date hereof to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, whether or not covered by insurance, since December 31, 20052012.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312003, 2005, each reported on by Ernst & Young PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 ended on or prior to September June 30, 2006, certified by its chief financial officer, 2004 and (iii) each the portion of October and November 2006the fiscal year then ended, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September June 30, 20062004, prepared giving effect to the Transactions Transactions, the Split-Off and the issuance and sale of the Subordinated Notes as if they such events had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Offering Memorandum dated August 13, 2004 with respect to the Subordinated Debt (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions Transactions, the issuance and present fairly sale of the Subordinated Notes and the Split-Off and (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of June 30, 2004 as if the Transactions, the issuance and sale of the Subordinated Notes and the Split-Off Date had occurred on such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bedate. (c) No Except as set forth in the Borrower’s filings with the SEC publicly available after June 16, 2002 and prior to August 11, 2004 (the “SEC Documents”) or in the projections included in the Information Memorandum, since December 31, 2003, there has been no event, change condition or condition has occurred circumstance that has had, had or would reasonably be expected to have, have a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and related consolidated statements of operations operations, stockholders equity and cash flows (including the notes thereto) of the Borrower and stockholders’ equity its consolidated Subsidiaries as of and for (i) the fiscal years twelve months ended December 31, 2004 and December 312004, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) copies of which have heretofore been furnished to each fiscal quarter subsequent to Lender, when combined with all public filings with the SEC by Time Warner since December 31, 2005 ended on or 2004 and prior to September 30the Effective Date, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP. (b) The unaudited consolidated balance sheet and the statements of operations, stockholders equity and cash flows of the Borrower and its consolidated Subsidiaries as of and for the nine-month period ended September 30, 2005, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the SEC by Time Warner since December 31, 2004 and prior to the Effective Date, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, as of such dates date and for such periods period, in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in and the case absence of the statements referred to in clauses (ii) and (iii) abovefootnotes. (bc) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet of the Borrower and related pro forma its consolidated statements of operations and cash flows and stockholders’ equity as of Subsidiaries at September 30, 20062005 (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the Transactions (as if they such events had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date) to (i) the consummation of the Adelphia Transaction, (ii) the Loans to be made on the Acquisition Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. Such pro forma financial statements have The Pro Forma Balance Sheet has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly presents fairly, in all material respects respects, on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such periodat September 30, 2005, assuming that the Transactions events specified in clauses (i), (ii) and (iii) in the preceding sentence had actually occurred at such date or at the beginning of such period, as the case may bedate. (cd) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20052004 there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and its consolidated Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its copies of (i) Holdings’ consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years Fiscal Years ended December 31, 2004 2009 and December 31, 20052008, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each Target’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter subsequent to years ended December 31, 2005 ended 2009 and December 31, 2008 reported on or prior to September 30by Deloitte & Touche LLP, 2006, certified by its chief financial officer, independent public accountants and (iii) pro forma consolidated financial statements of the Borrower and its Subsidiaries (including the Target and its Subsidiaries) meeting the requirements of Regulation S-X under the Securities Act for registration statements (as if such a registration statement for a debt issuance of the Borrower became effective on the Initial Borrowing Date) on Form S-1 and a pro forma consolidated statement of income of the Borrower for the twelve-month period ending on the last day of the most recently completed four Fiscal Quarter period ended at least 45 days before the Merger Agreement Date, prepared after giving effect to the Transaction as if the Transaction had occurred at the beginning of such period, in each of October and November 2006case, certified by its chief financial officer. Such financial statements in clauses (i) and (ii) present fairly, in all material respects, the consolidated financial position and consolidated results of operations and cash flows of the Borrower and its consolidated Subsidiaries and/or Target and its consolidated Subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be[Intentionally Omitted.] (c) No eventOn the Initial Borrowing Date, change or condition there has occurred that has had, or would reasonably be expected to have, a been no Exchange Offer Funding Date Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Lenders its consolidated the following financial statements: (i) the balance sheet and related consolidated statements statement of operations operations, shareholders’ equity and cash flows and stockholders’ equity flow of the Borrower, as of and for (i) the fiscal years year ended December 31, 2004 2016, audited and December 31, 2005, each reported on accompanied by Ernst & Young LLP, an opinion of the Credit Parties’ independent public accountants, ; and (ii) each the unaudited balance sheet and statement of operations, shareholders’ equity and cash flows of the Borrower, as of and for the fiscal quarter subsequent to December year-to-date period ended July 31, 2005 ended on or prior to September 30, 20062017, certified by its chief a Designated Financial Officer that such financial officerstatements fairly present, in all material respects, the financial condition of the Borrower as at such date and the results of the operations of the Borrower for the period ended on such date and that all such financial statements have been prepared in all material respects in accordance with GAAP applied consistently throughout the periods involved, except as disclosed on Schedule 5.4. Except as disclosed on Schedule 5.4, the financial statements delivered pursuant to Section 5.4(a)(i) and (iiiii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations operation and cash flows flow of the Borrower and its consolidated Subsidiaries as of such respective dates and for such periods in accordance with GAAPGAAP applied consistently throughout the periods involved (except as expressly noted therein), subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) abovesuch unaudited statements. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day As of the 12-month period ending on such date. Such pro forma financial statements have Closing Date, since December 31, 2016, there has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beno Material Adverse Effect. (c) No eventThe Borrower does not have on the Closing Date any contingent liabilities, change liabilities for material taxes, unusual forward or condition has occurred long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that has hadare material and required to be set forth in financial statements or notes thereto in accordance with GAAP (except as indicated therein), except as referred to or would reasonably be expected to have, a Material Adverse Effect, since reflected or provided for in the balance sheet as at the end of the fiscal year ended December 31, 20052016, as provided for in Schedule 5.4, as otherwise permitted pursuant to this Agreement, or as referred to or reflected or provided for in the financial statements described in Section 5.4(a)(ii).

Financial Condition; No Material Adverse Change. (a) The Borrower 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 September 30, 2006) 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 but excludes the impact of Special Recognition Bonus 2A and Special Recognition Bonus 2B. The Pro Forma Information has been prepared based on the best information available to the Loan Parties as of the date of delivery thereof, and presents a good faith estimate of the pro forma financial condition of Parent and its Subsidiaries as at September 30, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date, subject, to finalization of working capital calculations and purchase price allocations under GAAP with respect to the IBR Plasma Asset Purchase. (b) The financial statements heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (iby the Loan Parties pursuant to Section 4.01(j)(ii) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries Subsidiaries, as applicable, as of such dates and for such periods presented therein, and have been prepared in accordance with GAAP, GAAP (subject to the proviso at the end of this clause) except as otherwise indicated in Section 4.01(j)(ii); subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in and, with regard to the case of the statements income statement referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to Section 4.01(j)(ii), the Lenders its unaudited pro forma consolidated absence of the corresponding balance sheet and related pro forma consolidated statements statement of operations and cash flows and stockholders’ equity as of September 30flows, 2006, prepared giving effect to the Transactions as if they had occurredprovided that, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma any unaudited predecessor financial statements prepared by Bayer, such financial statements were, to the best of Parent’s knowledge after due inquiry, prepared in accordance with GAAP except as otherwise indicated in Section 4.01(j)(ii). (c) The Projections have been prepared in good faith based upon assumptions believed to be reasonable by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or Borrowers at the beginning time of such period, as the case may bepreparation thereof. (cd) No eventSince December 31, 2005, there has been no change or condition has occurred that has hadin the Parent and its Subsidiaries, or would taken as a whole, which could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated unaudited pro forma condensed combined balance sheet and related statement of income of Holdings and its consolidated statements of operations and cash flows and stockholders’ equity Subsidiaries as of and for the four-quarter period ending September 30, 2010 (iincluding any notes thereto) (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the consummation of the Transactions (as if such events had occurred on such date or on the first day of such period, as applicable). The Pro Forma Financial Statements have been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and present fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at such date or for such period, as applicable, assuming that the events specified in the preceding sentence had actually occurred at such date or on the first day of such period, as applicable. (b) The audited combined balance sheets and related combined statements of income, cash flows and net investments of the Contributed Assets for the fiscal years ended December 31, 2004 2007, December 31, 2008 and December 31, 2005, each 2009 reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, fairly in all material respects, respects the combined financial position of the Contributed Assets as of such dates and the combined results of operations and combined cash flows of the Contributed Assets for the respective fiscal years ended as of such dates. The unaudited condensed combined balance sheets and related combined statements of income and cash flows of the Borrower and its consolidated Subsidiaries Contributed Assets for the fiscal quarter ended September 30, 2010 present fairly in all material respects the combined financial condition of the Contributed Assets as of such dates and for such periods in accordance with GAAP, date (subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (iiadjustments) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements combined results of operations and consolidated cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12Contributed Assets for the nine-month period ending on ended as of such datedate (subject to the absence of footnotes and normal year-end adjustments). Such pro forma All such financial statements have been prepared in good faith accordance with GAAP applied consistently throughout the periods involved (except as approved by the Borroweraforementioned firm of accountants and disclosed therein). As of the Effective Date, based on the assumptions used no Loan Party has any material liabilities or material obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to prepare the pro forma financial information contained become due, other than liabilities or obligations provided for in the Information Memorandum (financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which assumptions are believed by the Borrower on the Closing Date to would not be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to disclosed in an audited balance sheet (or in the Transactions and present fairly notes thereto) that is prepared in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beaccordance with GAAP. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2005the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations operations, stockholders’ equity and cash flows and stockholders’ equity as of and for (i) each of the fiscal years ended December 31June 30, 2004 2008, June 30, 2009 and December 31June 30, 20052010, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, accountants certified by its chief financial officer. Such Except as otherwise expressly noted therein, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower and its consolidated the Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveGAAP consistently applied. (b) The Borrower Holdings has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September June 30, 20062010 (the “Pro Forma Balance Sheet”), prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have The Pro Forma Balance Sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date Holdings to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofHoldings after due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of Holdings and the Borrower and its consolidated Restricted Subsidiaries as of such date and for such periodJune 30, assuming that 2010, as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (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 Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses, in each case outside the ordinary course of business. (d) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations or financial condition of Holdings, the Borrower and the Restricted Subsidiaries, taken as a whole, since December 31June 30, 20052010.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished delivered to the Administrative Agent and the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31financial information delivered pursuant to Section 6.01(l). When delivered, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such all financial statements present fairly, so delivered pursuant to Section 6.01(l) and Section 8.01 are complete and correct in all material respects, the financial position respects and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and fairly present fairly in all material respects on a pro forma consolidated basis the estimated consolidated assets, liabilities and financial position of the Borrower Parent and its consolidated Subsidiaries as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements), in each case, in accordance with GAAP. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Such financial statements show all Material Debt and other material liabilities, direct or contingent, of the Parent and its Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments, and Debt, in each case, to the extent required to be disclosed under GAAP. All pro forma financial statements and projections delivered pursuant to Section 6.01(l) or Section 8.01(f) were prepared in good faith on the basis of the assumptions stated therein, which assumptions are believed to be reasonable in light of then existing conditions except that such date financial projections and for such periodpro forma statements shall be subject to normal year end closing and audit adjustments. (b) Since May 8, assuming 2019, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect (other than as a result of the Transactions had actually occurred at such date events leading up to, directly arising from, or at direct effects of, the beginning commencement or continuance of such period, as the case may beChapter 11 Cases) and (ii) the business of the Parent and its Subsidiaries has been conducted only in the ordinary course consistent with past business practices. (c) No eventNeither the Parent, change the Borrower nor any other Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or condition has occurred that has hadany contingent liabilities, off-balance sheet liabilities or would reasonably be expected partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to have, a Material Adverse Effect, since December 31, 2005or reflected or provided for in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and comprehensive income, stockholders’ equity and cash flows as of and for (i) the fiscal years ended December 31, 2004 2009, December 31, 2010, and December 31, 20052011, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveGAAP consistently applied. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30December 31, 2006, 2011 prepared giving effect to the 2012 Transactions as if they the 2012 Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, (ii) accurately reflect reflects all adjustments required to be made necessary to give effect to the 2012 Transactions and present fairly (iii) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries subsidiaries as of such date and for such periodDecember 31, assuming that 2011 as if the 2012 Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) Except for (i) liabilities reflected in or reserved against in the financial statements referred to above or the notes thereto, (ii) liabilities incurred in the ordinary course of business and (iii) liabilities incurred in connection with the Transactions, after giving effect to the Transactions, none of Holdings, the Borrower or its subsidiaries has, as of the Second Amendment Effective Date, any liabilities that are, individually or in the aggregate, reasonably likely to result in a Material Adverse Effect. (d) No event, change change, condition or condition state of facts has occurred that has hadresulted in, or would is reasonably be expected likely to haveresult in, individually or in the aggregate, a Material Adverse Effect, Effect since December 31, 20052011.

Financial Condition; No Material Adverse Change. (a) The Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended December 31, 2004 2000 and 2001, reported on by Xxxxxx Xxxxxxxx LLP, independent public accountants, (ii) as of and for the fiscal year ended December 31, 20052002, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, accountants and (iii) each as of October and November 2006for the fiscal year ended December 31, 2003, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent Borrower and its consolidated Subsidiaries Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and clause (iii) above. (b) The Parent Borrower has heretofore delivered made available to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30December 31, 20062003, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the applicable pro forma financial information contained in statements, which were simultaneously made available to the Information Memorandum Lenders (which assumptions are believed by the Parent Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to the Parent Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all material adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Parent Borrower and its consolidated Subsidiaries as of such date and for such periodDecember 31, assuming that 2003, as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto, change after giving effect to the Transactions, none of the Parent Borrower or condition has occurred that has hadany of the Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or would reasonably be expected to have, a Material Adverse Effect, since unrealized losses. (d) Since December 31, 20052002, there has been no material adverse change in the business, operations, properties, assets, condition (financial or otherwise) or contingent or other liabilities of the Parent Borrower and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and related consolidated statements of operations operations, stockholders equity and cash flows and stockholders’ equity (including the notes thereto) of Borrower as of and for (i) the fiscal years year ended December 31, 2004 and December 312013, 2005, each reported on by Ernst & Young Deloitte LLP, independent public accountants, (ii) each fiscal quarter subsequent copies of which have heretofore been furnished to CME Credit Guarantor, when combined with all public filings with the SEC by any Reimbursement Party since December 31, 2005 ended on or 2013 and prior to September 30the applicable Effective Date, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that in accordance with GAAP. (b) The unaudited consolidated balance sheet and statements of operations, stockholders equity and cash flows of Borrower as of and for the Transactions had actually occurred at nine-month period ended September 30, 2014, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the SEC by any Reimbursement Party since September 30, 2014, and prior to the applicable Effective Date, present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Borrower, as of such date or at the beginning of and for such period, as in accordance with GAAP, subject to normal year-end adjustments and the case may beabsence of footnotes. (c) No eventExcept as disclosed by Borrower (i) in writing to Time Warner Inc. or (ii) in any document filed with or furnished to the SEC, change in each case prior to the applicable Effective Date, since December 31, 2013, through the applicable date of determination, there have not been events, changes, circumstances or condition has occurred that has hadoccurrences that, when taken as a whole, have had a Material Adverse Effect during the applicable period taken as a whole or would reasonably be expected to have, result in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders' equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended December 31, 2004 1997 and December 31, 20051998, each reported on by Ernst & Young Xxxxxx Xxxxxxxx, LLP, independent public accountants, and (ii) as of and for the fiscal quarters and each portion of the fiscal quarter subsequent to December year ended March 31, 2005 ended on or prior to September 1999 and June 30, 20061999, in each case certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officera Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Company has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated income statement and balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 20061999, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements consolidated income statement and balance sheet (i) have been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date Company to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofCompany after due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower Company and its consolidated Subsidiaries as of such date and for such periodSeptember 30, assuming that 1999 as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventThe Company has heretofore furnished to the Lenders a consolidated balance sheet and statements of income, change stockholder's equity and cash flows of the Acquired Assets for the fiscal year ended June 30, 1999, reported on by PricewaterhouseCoopers, LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Acquired Assets as of such date in accordance with GAAP, and are consistent in all material respects with the forecasts and other information previously provided to the Lenders. (d) Except as disclosed in the financial statements referred to above or condition has occurred that has hadthe notes thereto or in the Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Company or would reasonably be expected to haveits Subsidiaries has, a Material Adverse Effectas of the Effective Date, since any material contingent liabilities, long-term commitments outside the ordinary course of business or material unrealized losses. (e) Since December 31, 20051998, there has been no Material Adverse Change.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the unaudited pro forma consolidated balance sheet sheets of the Consolidated Entities and the related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September June 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer2004. Such financial statements present fairly, in all material respects, on a pro forma basis the estimated financial condition of the Consolidated Entities as of such date after giving effect to (i) the consummation of the Acquisition, (ii) the Loans to be made on the First Borrowing Date and (iii) the payment of fees and expenses in connection with the foregoing. (b) The Borrower has heretofore furnished to the Lenders (i) the audited consolidated balance sheets of (A) the Consolidated Entities and the related statements of income, stockholders equity and cash flows as of and for the fiscal years ended December 29, 2001 and December 28, 2002 and December 27, 2003 reported on by PriceWaterhouseCoopers LLP, independent public accountants, and (B) Inveresk and its consolidated subsidiaries and the related statements of income, stockholders equity and cash flows as of and for the fiscal years ended December 31, 2001, December 31, 2002 and December 31, 2003 reported on by Deloitte & Touche LLP, independent public accountants and (ii) the unaudited consolidated and consolidating balance sheets of (A) the Consolidated Entities and the related statements of income, stockholders equity and cash flows as of and for each fiscal quarter since December 27, 2003 as to which such financial statements are available and (B) Inveresk and its consolidated subsidiaries and the related statements of income, stockholders equity and cash flows as of and for each fiscal quarter since December 31, 2003 as to which such financial statements are available. Such financial statements in clauses (i)(A) and (ii)(A) above present fairly, in all material respects, the financial position condition and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Consolidated Entities as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No eventSince December 27, 2003, there has been no change or condition has occurred that has had, or would could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the Parent's consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (1) as of and for (i) the fiscal years year ended December 31, 2004 and December 312011, 2005, each reported on by Ernst & Young LLPGBH CPAs, independent public accountants, (ii2) each as of and for the fiscal years ended July 31, 2012 and July 31, 2013, prepared internally by the Parent, and (3) as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September April 30, 20062014, certified by its the Parent's chief financial officer, and (iii) each of October and November 2006, certified by its chief financial executive officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower 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 absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveunaudited quarterly financial statements. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet of the Borrower and related pro forma its consolidated statements Subsidiaries as at July 31, 2014, (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of operations and cash flows and stockholders’ equity as of September 30which have heretofore been furnished to each Lender, 2006, has been prepared giving effect to the Transactions (as if they such events had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date) to (i) the consummation of the Transactions on the Effective Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. Such pro forma financial statements have The Pro Forma Balance Sheet has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present presents fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such periodat July 31, 2014, assuming that the Transactions events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as the case may bedate. (c) No Since April 30, 2014, (i) there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to have, have a Material Adverse EffectEffect and (ii) the business of the Parent and its Subsidiaries has been conducted only in the ordinary course, since December 31in all material respects, 2005consistent with past business practices. (d) Neither the Parent nor any of its Subsidiaries has on the date hereof any material Indebtedness (including Disqualified Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are, in the aggregate, material to the balance sheet and statements of income, stockholders equity and cash flows of the Parent and its Subsidiaries on a consolidated basis and are not reflected in the Financial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the end of the fiscal years ended December 31, 2004 and 2005 and consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, in each case reported on by Ernst & Young LLP, independent public accountantsaccountants for the Borrower, and (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to its consolidated balance sheet as of September 30, 20062006 and 2005 and consolidated statements of income, certified by its chief financial officerstockholders’ equity and cash flows for the fiscal quarter and the portion of the fiscal year ended September 30, 2006 (and (iii) each of October and November 2006comparable periods for the prior fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) to year-end audit adjustments and (iii) abovethe absence of footnotes. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma projected consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, occurred on such date anddate, with respect and its pro forma projected consolidated statement of income for the twelve-month period ended as of such date, prepared giving effect to such other financial statements, the Transactions as if the Transactions had occurred on the first day of the 12such twelve-month period ending on such dateperiod. Such pro forma projected consolidated financial statements (i) have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are reasonable at the time such projections were prepared and (ii) were based on the best information then available to the Borrower as after due inquiry, which includes estimates of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position results of the Borrower and its consolidated Subsidiaries as of such date and Liberty Group for such periodthe two fiscal quarter period ended September 30, assuming that 2006, based in part on the Transactions had actually occurred at such date or at results publicly reported by Liberty for the beginning of such periodperiod ended March 31, as the case may be2006. (c) No Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Effective Date or as of any Funding Date, any material direct or contingent liabilities or unusual long-term commitments. (d) With respect to any credit event following the Effective Date, no event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations, properties, results of operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole, whether or not covered by insurance, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished in accordance with Section 8.01 to the Lenders (i) its consolidated balance sheets as of December 31, 2009 and 2008, and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2009, certified by its independent public accountants; and (ii) its consolidated balance sheet as of September 30, 2010, and the related consolidated statements of operations operations, comprehensive income, partners’ capital, and cash flows for the three month and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006nine month periods then ended, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries 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 and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveunaudited quarterly financial statements. (b) The Borrower has heretofore previously delivered to the Lenders its unaudited the pro forma condensed consolidated balance sheet of the Borrower and related pro forma consolidated statements of operations and cash flows and stockholders’ equity its Consolidated Subsidiaries as of September 30, 20062010, prepared giving and the related pro forma condensed consolidated statements of operations for the Borrower for the nine months then ended and for the 12 months ended December 31, 2009 (collectively, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) give effect to the Transactions as if they had occurred, with respect to such balance sheet, occurred on such date and, with respect to such other financial statements, on in the first day case of the 12-month period ending on such date. Such pro forma financial balance sheet and as of the beginning of the periods presented in the case of the statements of operations, (ii) have been prepared in good faith by the BorrowerLoan Parties, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum stated therein (which assumptions are believed by the Borrower Loan Parties on the Closing Effective Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, (iii) accurately reflect all adjustments required to be made to give effect to the Transactions Transactions, and (iv) are in accordance with Regulation S-X and present fairly in all material respects on a the pro forma basis the estimated consolidated financial position and results of operations of the Borrower and its consolidated Subsidiaries as of such date and for such periodperiods, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bedates. (c) No Since the Effective Date, (i) there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to have, have a Material Adverse EffectEffect as compared to the status of the Loan Parties as reflected in the pro forma condensed consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of September 30, since December 312010 which was previously delivered to the Lenders and (ii) the business of the Loan Parties has been conducted only in the ordinary course consistent with past business practices. (d) No Loan Party or any Consolidated Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, 2005off-balance sheet liabilities or partnerships, 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 the Pro Forma Financial Statements or as assumed in the Acquisition.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and of cash flows and and, in the case of clause (i) below, of changes in common stockholders’ equity ' equity, (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 311995, 2005, each reported on by Ernst & Young LLPArthxx Xxxexxxx XXX, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September 30, 20061996, certified by its chief financial officerofficer (collectively, and (iii) each of October and November 2006, certified by its chief financial officerthe "Historical Statements"). Such financial statements The Historical Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Company has heretofore delivered furnished to the Lenders its unaudited projected pro forma consolidating and consolidated balance sheet sheets and related pro forma consolidated income statements of operations and cash flows and stockholders’ equity as of September 30December 31, 20061996 and for the year ended December 31, prepared 1996, giving effect to the Transactions Acquisitions as if they had occurredoccurred on January 1, with respect to such balance sheet1996 (the "Pro Forma Financial Statements"), on such date and, with respect to such other financial statements, on each of which is contained in the first day of the 12-month period ending on such dateConfidential Information Memorandum. Such pro forma financial statements Pro Forma Financial Statements have been prepared in good faith by the BorrowerCompany, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on management of the Closing Date Company to be reasonable), are based on reasonable at the best information available to the Borrower as of the date of delivery thereoftime made, accurately reflect all adjustments required to be made to give effect to the Transactions Acquisitions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position and operations of the Borrower Company and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions Acquisitions had actually occurred at such date or at the beginning of such period, as the case may beperiod covered thereby. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20051995, there has been no material adverse change in the business, assets, operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Holdings and the Borrower has have heretofore furnished to the Lenders its consolidated balance sheet and related consolidated combined financial statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 1997 and December 311996, 2005, each reported on audited by Ernst Deloitte & Young Touche LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements are free of material misstatement and present fairly, in all material respects, the financial position combined net assets of the Holdings Group as of December 31, 1997 and December 31, 1996, and the results of their operations and cash flows of for the Borrower years ended December 31, 1997 and its consolidated Subsidiaries as of such dates and for such periods 1996 in accordance conformity with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The financial projections included in the Information Memorandum and the financial projections delivered to any of the Lenders prior to date hereof were, as of the time of preparation thereof and as of the date hereof, based on the best information available to Holdings and the Borrower has after due inquiry at the date thereof and on good faith estimates and assumptions believed by Holdings and the Borrower to be reasonable, subject to the uncertainties inherent in projections. (c) Holdings and the Borrower have heretofore delivered furnished to the Lenders its unaudited the pro forma consolidated balance sheet sheets of Holdings and related pro forma consolidated statements of operations and cash flows and stockholders’ equity the Borrower as of September 30, 2006the Effective Date, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have been consolidated balance sheets (i) were prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are were, at the time of preparation of the Information Memorandum, and are, as of the date hereof, believed by Holdings and the Borrower on the Closing Date to be reasonable), are (ii) were based on the best information available to Holdings and the Borrower as of after due inquiry at the date of delivery thereof, accurately (iii) reflect all adjustments required to be made necessary to give effect to the Transactions and (iv) present fairly fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of Holdings and its consolidated subsidiaries and the Borrower and its consolidated Subsidiaries subsidiaries as of such date and for such periodthe Effective Date, assuming that as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (cd) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum, change after giving effect to the Transactions, no member of the Holdings Group has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or condition has occurred unrealized losses. (e) Each financial statement delivered by any member of Holdings Group at any time after the Effective Date pursuant to Section 5.1 will be free of material misstatement and presents fairly, in all material respects, the assets of the Person or consolidated group that has hadis the subject thereof as of the date thereof and the results of operations and cash flows of such Person or group for the period therein described ended such date, or would reasonably be expected in conformity with GAAP but subject (except in the case of audited year-end financial statements) to have, a Material Adverse Effectyear-end adjustments. (f) Except as disclosed in Schedule 4.4(f), since December 31, 20051997, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition (financial or otherwise), of (i) the assets and business described in the Offering Memorandum relating to the Senior Notes (as such terms are defined therein), or (ii) the Borrower and the Borrower Subsidiaries, taken as a whole, or (iii) Holdings and the Subsidiaries, taken as a whole, or (iv) the ability of any Loan Party to perform its obligations under the Loan Documents (it being understood, in each case, that the issuance of the Senior Notes and the application of the proceeds thereof to consummate the Reorganization in accordance with the terms of the Reorganization Agreement shall not constitute such a material adverse change).

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders' equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312001, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Company has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30December 31, 20062002, prepared giving effect to the Transactions and the Permitted Receivables Financing contemplated by Section 4.01(i) as if they the Transactions had occurred, with respect to and such balance sheetPermitted Receivables Financing was in effect, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date Company to be reasonable), are (ii) is based on the best information available to the Borrower Company after due inquiry, as of the date of delivery thereofEffective Date, (iii) accurately reflect reflects all material adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects respects, based on a information available to the Company as of the Effective Date, the pro forma basis the estimated consolidated financial position of the Borrower Company and its consolidated Subsidiaries as of such date and for such periodDecember 31, assuming that 2002 as if the Transactions and the Permitted Receivables Financing had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, neither the Company nor any of its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since unrealized losses. (d) Since December 31, 20052001, there has been no material adverse change in the business, properties, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and comprehensive income, stockholders’ equity and cash flows (i) as of and for (i) the fiscal years ended December 31, 2004 2001, December 31, 2002, and December 31, 20052003, each reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December ended March 31, 2005 ended on or 2004 (and comparable period for the prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006the Effective Date, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, (ii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iii) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated the Subsidiaries as of such date and for such period, assuming that the Effective Date as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (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 Borrower or its Subsidiaries has, as of the Effective Date, any material direct or contingent liabilities. (d) No event, change or condition has occurred that has had, or would is reasonably be expected likely to have, a Material Adverse Effectmaterial adverse effect on the business, operations, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, since December 31, 20052003.

Financial Condition; No Material Adverse Change. (a) The Borrower Each of the Company and Fort Xxxxxx has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders' equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended (A) in the case of the Company, December 25, 1994, December 31, 2004 1995, and December 29, 1996, reported on by Coopers & Xxxxxxx L.L.P., independent public accountants, and (B) in the case of Fort Xxxxxx, December 31, 20051994, each 1995 and 1996, reported on by Ernst & Young Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December and the portion of the fiscal year ended (A) in the case of the Company, March 30, 1997, and (B) in the case of Fort Xxxxxx, March 31, 2005 ended on or prior to September 301997, 2006in each case, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officerthe appropriate Financial Officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries and Fort Xxxxxx 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Company has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity income as of September and for the fiscal quarter ended March 30, 2006, 1997. Such balance sheet was prepared giving effect to the Transactions Merger as if they it had occurred, with respect to such balance sheet, occurred on such date and, with respect to and such other financial statementsstatements were prepared giving effect to the Merger as if it had occurred on January 1, on the first day of the 12-month period ending on such date1997. Such pro forma financial statements have been prepared in good faith by the BorrowerCompany, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower Company to be reasonable on the Closing Date to be reasonable)date hereof and at the time made, are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis (subject to normal year-end adjustments) the estimated consolidated financial position and operations of the Borrower Company and its consolidated Subsidiaries as of such date and for such periodthe dates set forth above, assuming that the Transactions Merger had actually occurred at such date or at on the beginning of such period, as the case may bedates set forth above. (c) No eventSince December 29, 1996, there has been no material adverse change in the business, assets, results of operations or financial condition has occurred that has hadof the Company and its Subsidiaries (including Fort Xxxxxx and its subsidiaries), or would reasonably be expected to have, taken as a Material Adverse Effect, since December 31, 2005whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and related consolidated statements of operations operations, stockholders equity and cash flows and stockholders’ equity (including the notes thereto) of Borrower as of and for (i) the fiscal years year ended December 31, 2004 and December 312014, 2005, each reported on by Ernst & Young Deloitte LLP, independent public accountants, (ii) copies of which have heretofore been furnished to each fiscal quarter subsequent to Lender, when combined with all public filings with the SEC by any Loan Party since December 31, 2005 ended on or 2014 and prior to September 30the Effective Date, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that in accordance with GAAP. (b) The unaudited consolidated balance sheet and statements of operations, stockholders equity and cash flows of Borrower as of and for the Transactions had actually occurred at nine-month period ended September 30, 2015, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the SEC by any Loan Party since September 30, 2015, and prior to the Effective Date, present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Borrower, as of such date or at the beginning of and for such period, as in accordance with GAAP, subject to normal year-end adjustments and the case may beabsence of footnotes. (c) No eventExcept as disclosed by Borrower (i) in writing to Time Warner Inc. or (ii) in any document filed with or furnished to the SEC, change in each case prior to the Effective Date, since December 31, 2014, through the applicable date of determination, there have not been events, changes, circumstances or condition has occurred that has hadoccurrences that, when taken as a whole, have had a Material Adverse Effect during the applicable period taken as a whole or would reasonably be expected to have, result in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Hechinger has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders' equity and cash flows and stockholders’ equity (i) as of and for (i) each of the fiscal years in the three year period ended December 31February 1, 2004 and December 311997, 2005, each reported on by Ernst & Young LLP, independent public accountants, and (ii) each as of and for the two fiscal quarter subsequent to December 31quarters and the portion of the fiscal year ended August 2, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20061997, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Hechinger and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Hechinger has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006the Effective Date, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have been consolidated balance sheet (i) was prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are were, at the time of preparation of the Information Memorandum, and are, as of the date hereof, believed by Hechinger, Holdings and the Borrower on the Closing Date to be reasonable), are (ii) was based on the best information available to Hechinger, Holdings and the Borrower as of after due inquiry at the date of delivery thereof, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions (except for any adjustments that are required by purchase accounting) and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower Hechinger and its consolidated Subsidiaries subsidiaries as of such date and for such periodthe Effective Date, assuming that as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may be(except for any adjustments that are required by purchase accounting). (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse EffectExcept as disclosed in Schedule 3.04(c), since December 31February 1, 20051997, 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 49 44 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) The Borrower has heretofore furnished to the Lenders Builders Square's 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. Such pro forma consolidated balance sheet (i) was prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions were, at the time of preparation of the Information Memorandum, 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 Builders Square, Holdings and the Borrower after due inquiry at the date thereof, (iii) accurately reflects all adjustments necessary to give effect to the Transactions (except for any adjustments that are required by purchase accounting) and (iv) presents fairly, in all material respects, the pro forma financial position of Builders Square as of the Effective Date, as if the Transactions had occurred on such date (except for any adjustments that are required by purchase accounting). (f) Except as disclosed in Schedule 3.04(f), since January 26, 1997, there has been no material adverse change in the business, assets, operations, material agreements, prospects or condition, financial or otherwise, of Builders Square. (g) 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, no member of the Holdings Group has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the end of the fiscal years ended December 31, 2004 2005 and 2006 and consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2004, December 31, 2005 and December 31, 20052006, in each case reported on by Ernst & Young LLP, independent public accountantsaccountants for the Borrower, and (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to its consolidated balance sheet as of September 30, 20062007 and 2006 and consolidated statements of income, certified by its chief financial officer, stockholders’ equity and cash flows for the fiscal quarter and the portion of the fiscal year ended September 2007 (iii) each of October and November 2006comparable periods for the prior fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject in the case of clause (ii) to the absence of footnotes and normal year-end audit adjustments in and the case absence of the statements referred to in clauses (ii) and (iii) abovefootnotes. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 20062007, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, occurred on such date anddate, with respect and its pro forma consolidated statement of income for the twelve-month period ended as of such date, prepared giving effect to such other financial statements, the Transactions as if the Transactions had occurred on the first day of the 12such twelve-month period ending on such dateperiod. Such pro forma projected consolidated financial statements (i) have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are reasonable at the time such projections were prepared and (ii) were based on the best information then available to the Borrower as after due inquiry, which includes estimates of the date results of delivery thereof, accurately reflect all adjustments required to be made to give effect the OMX Group and PHLX and its subsidiaries for the most recent fiscal quarter ended prior to the Transactions and present fairly in all material respects on a pro forma basis Closing Date for which financial statements have been made available to the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beArrangers. (c) No Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any material direct or contingent liabilities or long-term commitments. (d) With respect to any credit event following the Closing Date, no event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations, properties, results of operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole, whether or not covered by insurance, since December 31, 20052006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to each of the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity annual audited financial statement as of at and for (i) the fiscal years year ended December 31, 2004 2009 and its unaudited financial statement as at and for the fiscal quarter ended June 30, 2010. The audited financial statements for the year ended December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent 2009 heretofore furnished to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements the Lenders present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Subsidiaries, as of such dates the respective date thereof and for such periods year, in accordance with GAAP. The Borrower’s unaudited balance sheet and statements of earnings and cash flows as of and for the fiscal quarter ended June 30, 2010 heretofore furnished to the Lenders were prepared in accordance with GAAP consistently applied throughout the periods involved and in a manner consistent with that employed in the Borrower’s audited consolidated financial statements for the fiscal year ended December 31, 2009 except for the absence of notes required by GAAP and subject to normal recurring year-end adjustments. Subject to the absence of footnotes notes required by GAAP and normal recurring year-end adjustments adjustments, the Borrower’s unaudited interim financial statements as of June 30, 2010 present fairly, in all material respects, the case financial position and results of operations of the statements referred to in clauses (ii) Borrower and (iii) aboveits Subsidiaries as of the dates and for the periods indicated therein except as otherwise set forth therein. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September Since June 30, 20062010, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually there has occurred at such date or at the beginning of such period, as the case may be. (c) No no event, change development or condition has occurred circumstance that has had, or would reasonably be expected to have, had a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders' equity and cash flows and stockholders’ equity as of and for (i) the fiscal years year ended December 31, 2004 and December 311999, 2005, each reported on by Ernst & Young LLPArthxx Xxxexxxx XXX, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered made available to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30March 31, 20062000, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the applicable pro forma financial information contained in statements, which were simultaneously made available to the Information Memorandum Lenders (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all material adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such periodMarch 31, assuming that 2000, as if the Transactions had actually occurred on such date; provided, however, that such pro forma balance sheet did not reflect that (w) the New Senior Subordinated Notes would be issued together with the Warrants, (x) such securities would be issued at such date or at an aggregate discount of approximately $5,900,000, (y) approximately $8,000,000 of the beginning issue price of such period, as securities would be allocated to the case may beWarrants and (z) approximately $5,900,000 of Revolving Loans would be borrowed on the Effective Date in connection with the consummation of the Transactions. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20051999, there has been no material adverse change in the business, assets, results of operations or condition, financial or otherwise of the Borrower and its Restricted Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 311996, 2005, each reported on by Ernst & Young LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September June 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20061997, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated financial statements of operations and cash flows and stockholders’ equity as of September June 30, 20061997, prepared giving effect to the Merger and the other Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date date hereof to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Merger and the other Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such periodJune 30, 1997, assuming that the Transactions Merger and the other Transaction had actually occurred at such date or at the beginning of such periodJune 30, as the case may be1997. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since Since December 31, 20051996, there has been no material adverse change in or affecting the business, operations, property, prospects or condition, financial or otherwise, of the Borrower and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders (i) its consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows and stockholders’ equity (A) as of and for (i) the fiscal years year ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, accountants and (iiB) each as of and for the fiscal quarter subsequent to December ended March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, officer and (iiiii) each its consolidated balance sheet and statements of October income and November stockholders’ equity as of and for the fiscal month ended May 31, 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries Subsidiaries, as of such dates and for such periods in accordance with GAAPGAAP and in the case of clauses (i)(B) and (ii) above, subject to the absence of footnotes and normal year-end audit adjustments in and the case absence of the statements referred to in clauses (ii) and (iii) abovefootnotes. (b) The Borrower Parent has heretofore delivered made available to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30March 31, 2006, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the applicable pro forma financial information contained in statements, which were simultaneously made available to the Information Memorandum Lenders (which assumptions are believed by the Borrower on the Closing Date Parent to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofParent after due inquiry, (iii) accurately reflect reflects all material adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower Parent and its consolidated Subsidiaries as of such date and for such periodMarch 31, assuming that 2006, as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto, change after giving effect to the Transactions, none of the Parent or condition has occurred that has hadany of the Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or would reasonably be expected to have, a Material Adverse Effect, since unrealized losses. (d) Since December 31, 2005, there has been no material adverse change in the business, operations, properties, assets, performance, condition (financial or otherwise) or contingent or other liabilities of the Parent and the Subsidiaries, taken as a whole, other than the commencement of the Chapter 11 Cases.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders Lenders: (i) its consolidated balance sheet and related consolidated statements of operations operations, stockholders' equity and cash flows and stockholders’ equity as of and for (i) the fiscal years year ended December 31on February 1, 2004 and December 312003, 2005, each reported on by Ernst Deloitte & Young LLP, Touche LLP independent public accountants, ; and (ii) each its unaudited consolidated balance sheet and statements of operations, stockholders' equity and cash flows as of and for the fiscal quarter subsequent to December 31, 2005 month ended on or prior to September 30about March 31, 2006, certified by its chief financial officer, 2003 and (iii) each the portion of October and November 2006, certified by its chief financial officerthe fiscal year then ended. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments subject, in the case of the statements referred fiscal month end statements, to in clauses (ii) and (iii) above.normal year-end adjustments.. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated and consolidating statements of operation, balance sheets and cash flow projections (including detailed capital expenditures) for the fiscal year ending on or approximately January 31, 2004, and on an annual basis for fiscal years 2004 through 2007. Such pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have : (i) has been prepared in good faith by the Borrowerfaith, (ii) is based on the upon assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by management of the Borrower on the Closing Date to be reasonable)reasonable at the time, are based on it being recognized that actual results during the best period or periods covered by such information available to may differ materially from the Borrower as of the date of delivery thereofprojected or estimated results set forth therein, and (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions Transactions. (c) Except: (i) as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and present fairly (ii) for the Disclosed Matters, none of the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since February 1, 2003, there has been no material adverse change in all material respects on a pro forma basis the estimated consolidated business, assets, operations, prospects or condition, financial position or otherwise, of the Borrower and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bea whole. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312001, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Company has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30December 31, 20062002, prepared giving effect to the Transactions and the Permitted Receivables Financing contemplated by Section 4.01(i) as if they the Transactions had occurred, with respect to and such balance sheetPermitted Receivables Financing was in effect, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date Company to be reasonable), are (ii) is based on the best information available to the Borrower Company after due inquiry, as of the date of delivery thereofEffective Date, (iii) accurately reflect reflects all material adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects respects, based on a information available to the Company as of the Effective Date, the pro forma basis the estimated consolidated financial position of the Borrower Company and its consolidated Subsidiaries as of such date and for such periodDecember 31, assuming that 2002 as if the Transactions and the Permitted Receivables Financing had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, neither the Company nor any of its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since unrealized losses. (d) Since December 31, 20052001, there has been no material adverse change in the business, properties, assets, liabilities or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated Administrative Agent (i) the audited financial statements of Holdings for the fiscal year ended December 31, 2023 and (ii) the unaudited balance sheet and related statements of income, members’ equity and cash flow of Holdings as of and for the fiscal quarter ended March 31, 2024. Such financial statements, and all financial statements delivered pursuant to Section 8.01(a) and Section 8.01(b), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered thereby and present fairly and accurately the consolidated statements financial condition and results of operations and cash flows and stockholders’ equity of Holdings or the Borrower, as applicable, as of the dates and for the periods to which they relate (isubject to normal year-end audit adjustments and the absence of footnotes). (b) The Borrower has heretofore furnished to the fiscal years ended December 31Lenders financial projections for the Borrower and its Consolidated Restricted Subsidiaries reasonably satisfactory to the Administrative Agent, 2004 with such projections being on a quarterly and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officerannual basis through calendar year 2029. Such projections and financial statements present fairly, in all material respects, the projected financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been projections were prepared in good faith by the Borrower, based on the upon assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on reasonable at the best information time made available to the Borrower as of the date of delivery thereofLenders, accurately reflect all adjustments required it being understood that such projections are not to be made to give effect to the Transactions viewed as facts and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of that actual results may vary materially from such projections and that the Borrower and its consolidated Subsidiaries as of makes no representation that such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beprojections will be realized. (c) No Since December 31, 2023, there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to have, have a Material Adverse Effect. (d) Except as set forth on Schedule 7.04 or as set forth in the financial statements referred to in this Section 7.04, since December 31other than the Obligations, 2005neither Holdings, the Borrower nor any Restricted Subsidiary has on the date hereof any Material Debt (including Disqualified Capital Stock).

Financial Condition; No Material Adverse Change. (a1) The Borrower GIC has heretofore furnished to the Lenders its consolidated (i) the balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity GIC on a Consolidated Basis as of and for (i) the fiscal years year ended December 31, 2004 and December 312015, 2005, each reported on without qualification by Ernst Xxxxx & Young LLP, independent public accountants, and (ii) each the consolidating balance sheet, and the statements of income, stockholders equity and cash flow, of Borrowers on a Consolidated Basis as of and for the fiscal quarter subsequent to December month and the portion of the fiscal year ended August 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062016, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows flow of the Borrower and its consolidated Subsidiaries Borrowers 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c2) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 31, 20052015. Section 1. 0a. Properties . (3) As of the Amendment No. 1 Effective Date, Schedule 3.05 sets forth the address of each parcel of Real Property that is owned or leased by each Loan Party. Each lease and sublease to which a Loan Party is party is valid and enforceable in accordance with its terms and is in full force and effect, and no default by any party to any such lease or sublease exists which could be reasonably expected to have a Material Adverse Effect. Each of the Loan Parties has good and indefeasible and/or valid and marketable title to, and/or valid leasehold interests in, all its Real Property, heritable and personal property, free of all Liens other than those permitted by Section 6.02. (4) Each Loan Party owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently conducted, a correct and complete list of which, as of the Amendment No. 1 Effective Date, is set forth on Schedule 3.05, and the use thereof by the Loan Parties does not infringe in any respect upon the rights of any other Person in any manner which could be reasonably expected to have a Material Adverse Effect, and the Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders or publicly filed (i) its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the end of the fiscal years ended December 31, 2004 2007 and 2008 and consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2006, December 31, 2007 and December 31, 20052008, in each case reported on by Ernst & Young LLP, independent public accountantsaccountants for the Borrower, and (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to its consolidated balance sheet as of September 30, 2006, certified by its chief financial officer, 2009 and consolidated statements of income and cash flows for the portion of the fiscal year ended September 2009 (iii) each of October and November 2006comparable periods for the prior fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject in the case of clause (ii) to the absence of footnotes and normal year-end audit adjustments in and the case absence of the statements referred to in clauses (ii) and (iii) abovefootnotes. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 20062009, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, occurred on such date anddate, with respect and its pro forma consolidated statement of income for the twelve-month period ended as of such date, prepared giving effect to such other financial statements, the Transactions as if the Transactions had occurred on the first day of the 12such twelve-month period ending on such dateperiod. Such pro forma projected consolidated financial statements (i) have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are reasonable at the time such projections were prepared and (ii) were based on the best information then available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beafter due inquiry. (c) Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Closing Date, any material direct or contingent liabilities or long-term commitments. (d) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, Effect since December 31, 20052008.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity sheets as of and for (i) the fiscal years ended December 31, 2004 and December 3130, 2005, each (ii) its consolidated statements of income, stockholders' equity and cash flows for the fiscal years ended December 26, 2003, December 31, 2004 and December 30, 2005, in the case of clauses (i) and (ii), reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each its consolidated balance sheet and consolidated statements of October income, stockholders' equity and November 2006cash flows as of and for the fiscal quarter and three-month period ended March 31, 2006 (and the comparable period for the prior fiscal year), as reviewed by Deloitte & Touche LLP, independent public accountants, in accordance with Statement on Auditing Standards No. 100 and certified by its the chief financial officerofficer of the Borrower. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the Subsidiaries, on a consolidated Subsidiaries basis, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and clause (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30March 31, 2006, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its the Subsidiaries, on a consolidated Subsidiaries basis, as of such date and for such periodMarch 31, assuming that 2006, as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, none of Holdings, the Borrower or condition has occurred that has hadthe Subsidiaries has, as of the Effective Date and the Delayed Draw Funding Date, any material contingent liabilities, unusual long-term commitments or would reasonably be expected to have, a Material Adverse Effect, since unrealized losses. (d) Since December 3130, 2005, there has been no material adverse change in the condition (financial or otherwise), assets, operations or business of Holdings, the Borrower and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its Holdings' consolidated balance sheet and related consolidated statements of operations operations, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 1998, December 31, 1999 and December 31, 20052000, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower Holdings has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet as of December 31, 2000 and related projected pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30for the fiscal year ended December 31, 20062001, prepared giving effect to (x) the Transactions under the Incremental Facility and the Structured Note Financing and (y) the transactions described in clause (x) and, in addition, the sale of its Williams Communications Solutions business unit, as if they had occurred, with respect to such balance sheet, events hxx xxxxxred on such date and, with respect to such other financial statements, or on the first day of such fiscal year, as the 12-month period ending on such datecase may be. Such projected pro forma financial consolidated balance sheets and statements of operations and cash flows (i) have been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower on the Closing Date to be reasonable), (ii) are based on the best information available to Holdings and the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect all adjustments required to be made necessary to give effect to the Transactions under the Incremental Facility and the Structured Note Financing and, in the case of one such set of financial statements, the sale of its Williams Communications Solutions business unit, and (iv) present fairly in faxxxx, xx all material respects on a respects, the pro forma basis the estimated consolidated financial position of Holdings and 56 the Borrower and its consolidated Subsidiaries as of such date and for such periodperiods as if the Transactions, assuming that the Transactions Structured Note Financing and, in the case of one such set of financial statements, the sale of its Williams Communications Solutions business unit had actually occurred at on such date or xxxx xx at the beginning of such period, as the case may be. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, none of Holdings or condition has occurred that has hadany Restricted Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual material long-term commitments or would reasonably unrealized material losses. (d) The projections delivered to the Lenders on the Amendment No. 5 Effective Date (the "Projections") were based on assumptions believed by the Borrower and Holdings in good faith to be expected to have, a Material Adverse Effect, since reasonable when made and as of their date represented the Borrower's and Holdings' good faith estimate of future performance of Holdings and the Subsidiaries and of the Borrower and its consolidated subsidiaries. (e) Since December 31, 20052000, there has been no Material Adverse Change.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended December 31, 2004 2004, 2003 and December 312002, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31quarters and the portion of the fiscal year ended June 30, 2005 ended on or (and comparable periods for the prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September June 30, 20062005, prepared giving effect to the Transactions and the Acquisition as if they the Transactions and the Acquisition had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable)) and (ii) presents fairly, are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated the Subsidiaries as of such date and for such periodJune 30, assuming that 2005, as if the Transactions and the Acquisition had actually occurred at on such date or at the beginning of such period, as the case may bedate. (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 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 and is continuing that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations, property, condition (financial or otherwise) or prospects of the Borrower and the Subsidiaries, taken as a whole, since December 31, 20052004.

Financial Condition; No Material Adverse Change. (a) The Borrower audited combined balance sheet of the MTS, the Trusts and their subsidiaries (combining the consolidated results of the Trusts and their subsidiaries with those of MTS and its subsidiaries) as at July 31, 1997, and the related combined statements of income, shareholders, equity and cash flows for the fiscal year then ended and the unaudited combined balance sheet of MTS, the Trusts and their subsidiaries (combining the results of the Trusts and their subsidiaries with those of MTS and its subsidiaries) as at January 31, 1998, are complete and correct and fairly present the financial condition of MTS, the Trusts and their subsidiaries as at such dates and the results of operations of MTS, the Trusts and their subsidiaries for the periods covered by such statements, in each case on a combined basis in accordance with GAAP consistently applied, subject, in the case of the January 31, 1998 financial statements, to normal year-end adjustments and the absence of footnotes. (b) MTS has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited a pro forma consolidated balance sheet of MTS and related pro forma consolidated statements of operations and cash flows and stockholders’ equity the Subsidiaries as of September 30January 31, 20061998, prepared giving effect to the Transactions (including the Reorganization) as if they such Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date MTS to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofMTS after due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions (including the Reorganization) and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of MTS and the Borrower and its Subsidiaries on a consolidated Subsidiaries basis as of such date and for such periodJanuary 31, assuming that 1998, as if the Transactions (including the Reorganization) had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventSince July 31, change or condition 1997, there has occurred been no material adverse change, and no event that has had, or would could reasonably be expected to haveresult in a material adverse change, in the business, assets, operations or condition, financial or otherwise, of MTS and the Subsidiaries, taken as a Material Adverse Effect, since December 31, 2005whole.

Financial Condition; No Material Adverse Change. (a) The Borrower 3.Xxxxxx USA has heretofore furnished to the Lenders its consolidated balance sheet as of December 31, 2015 and the related consolidated statements of operations and income, cash flows and stockholders’ changes in equity as of and for (i) the fiscal years year ended December 31, 2004 2015, audited by and December 31, 2005, each reported on accompanied by Ernst & Young the opinion of KPMG LLP, independent registered public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officeraccounting firm. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of Xxxxxx USA, the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such periodperiod in accordance with GAAP. (a) Except as disclosed in the financial statements referred to above or the notes thereto, assuming after giving effect to the Transactions, none of Xxxxxx USA, the Company or any other Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual long‑term commitments or unrealized losses. (b) Since December 31, 2015, there has been no event or condition that has resulted, or could reasonably be expected to result, in a material adverse change in the business, assets, liabilities, operations or condition (financial or otherwise) of Xxxxxx USA, the Company and the other Subsidiaries, taken as a whole (it being acknowledged that the Transactions had actually occurred at change in the relationship with Wal-Mart Stores, Inc., disclosed in the Form 8-K filed by Xxxxxx USA on January 26, 2016, shall not in itself constitute such date or at the beginning of such period, as the case may bea material adverse change). (c) No eventEach of the projections of Xxxxxx USA, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Company and the Subsidiaries for each fiscal quarter of the fiscal year ending December 31, 20052016, and for each fiscal year to and including the fiscal year ending December 31, 2020, provided to any Lender prior to the Effective Date (the “Projections”) have been prepared in good faith based upon estimates and assumptions that were believed by Xxxxxx USA and the Company to be reasonable at the time made and are believed by Xxxxxx USA and the Company to be reasonable on the Effective Date, it being understood and agreed that the Projections are not a guarantee of financial or other performance and actual results may differ therefrom and such differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (including the notes thereto) (i) of America Online as of and for (i) the fiscal years ended December 31, 2004 1999 and December 31, 20052000, each reported on by Ernst & Young LLP, independent public accountants, and (ii) each of Time Warner as of and for the fiscal quarter subsequent to years ended December 31, 2005 1999 and December 31, 2000, reported on by Ernst & Young LLP, independent accountants, copies of which have heretofore been furnished to each Lender, present fairly, in all material respects, the financial position and results of operations and cash flows respectively, of America Online and Time Warner and their respective consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. (b) The unaudited pro forma combined balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2000 (including the notes thereto) and the unaudited combined pro forma statement of income of the Borrower and its consolidated Subsidiaries for the twelve-month period ending December 31, 2000, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if the merger had occurred on January 1, 2000) to the consummation of the merger of America Online and Time Warner. The financial statements described in this paragraph have been prepared based on the best information available to the Borrower as of the date of delivery thereof and present fairly on a pro forma basis the estimated combined financial position of the Borrower and its consolidated Subsidiaries as of December 31, 2000 and the combined results of their operations for the twelve-month period then ended, assuming that the merger of America Online and Time Warner occurred on January 1, 2000. (c) The unaudited consolidated balance sheets and statements of income, stockholders equity and cash flows of the Borrower and its consolidated Subsidiaries as of and for the three or six months ended on or prior to September March 31, 2001 and June 30, 20062001, certified by its chief financial officercopies of which have heretofore been furnished to each Lender, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates date and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (bd) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September Since June 30, 20062001, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have there has been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained no material adverse change in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable)business, are based on the best information available to the Borrower as of the date of delivery thereofassets, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated operations or financial position condition of the Borrower and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bea whole. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower 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 September 30, 2006) 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 but excludes the impact of Special Recognition Bonus 2A and Special Recognition Bonus 2B. The Pro Forma Information has been prepared based on the best information available to the Loan Parties as of the date of delivery thereof, and presents a good faith estimate of the pro forma financial condition of Parent and its Subsidiaries as at September 30, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date, subject to finalization of working capital calculations and purchase price allocations under GAAP with respect to the IBR Plasma Asset Purchase. (b) The financial statements heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (iby the Loan Parties pursuant to Section 4.01(j)(ii) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries Subsidiaries, as applicable, as of such dates and for such periods presented therein, and have been prepared in accordance with GAAP, GAAP (subject to the proviso at the end of this clause) except as otherwise indicated in Section 4.01(j)(ii); subject to year end audit adjustments and the absence of footnotes and normal year-end adjustments in and, with regard to the case of the statements income statement referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to Section 4.01(j)(ii), the Lenders its unaudited pro forma consolidated absence of the corresponding balance sheet and related pro forma consolidated statements statement of operations and cash flows and stockholders’ equity as of September 30flows, 2006, prepared giving effect to the Transactions as if they had occurredprovided that, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma any unaudited predecessor financial statements prepared by Bayer, such financial statements were, to the best of Parent’s knowledge after due inquiry, prepared in accordance with GAAP except as otherwise indicated in Section 4.01(j)(ii). (c) The Projections have been prepared in good faith based upon assumptions believed to be reasonable by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or Borrowers at the beginning time of such period, as the case may bepreparation thereof. (cd) No eventSince December 31, 2005, there has been no change or condition has occurred that has hadin the Parent and its Subsidiaries, or would taken as a whole, which could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its the consolidated balance sheet and related consolidated statements of operations income, stockholders’ equity and cash flows of Holdings and stockholders’ equity its Subsidiaries as of and for (i) the fiscal years Fiscal Year ended December 31, 2004 and December 312002, 2005, each reported on by Ernst & Young LLP, independent public accountants. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and the Subsidiaries as of such date and for such period in accordance with GAAP. (iib) each fiscal quarter subsequent Holdings has heretofore furnished to December 31the Lenders the unaudited consolidated balance sheet and statements of income, 2005 stockholders’ equity and cash flows of Holdings and its Subsidiaries as of and for the Fiscal Quarter ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062003, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and the Borrower and its consolidated Subsidiaries as of such dates date and for such periods period in accordance with GAAP, subject to the absence of footnotes and normal year-end audit adjustments in and the case absence of the statements referred to in clauses (ii) and (iii) abovefootnotes. (bc) The Borrower Holdings has heretofore delivered furnished to the Lenders its unaudited Holdings’s pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 20062003, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the U.S. Borrower on as of the Closing Effective Date to be reasonable), are (ii) is based on the best information available to Holdings and the U.S. Borrower as of the date of delivery thereofEffective Date after due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower Holdings and its consolidated Subsidiaries as of such date and for such periodSeptember 30, assuming that 2003, as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (cd) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Information Memorandum and except for the Disclosed Matters, change after giving effect to the Transactions, none of Holdings or condition has occurred that has hadthe Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or would reasonably be expected to have, a Material Adverse Effect, since unrealized losses. (e) Since December 31, 20052002, there has been no material adverse change in the financial condition, operations, assets, business, properties or prospects of Holdings and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312003, 2005, each reported on by Ernst & Young PricewaterhouseCoopers LLP, independent registered public accountantsaccounting firm, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 ended on or prior to September June 30, 2006, certified by its chief financial officer, 2004 and (iii) each the portion of October and November 2006the fiscal year then ended, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its the 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September June 30, 20062004, prepared giving effect to the Transactions Transactions, the Split-Off and the issuance and sale of the Subordinated Debt as if they such events had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Offering Memorandum dated August 13, 2004 with respect to the Subordinated Debt (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions Transactions, the issuance and present fairly sale of the Subordinated Debt and the Split-Off and (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its the consolidated Subsidiaries as of June 30, 2004 as if the Transactions, the issuance and sale of the Subordinated Debt and the Split-Off Date had occurred on such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bedate. (c) No Except as set forth in the Borrower’s filings with the SEC publicly available after June 16, 2002 and prior to October 25, 2005 (the “SEC Documents”) or in the projections included in the Information Memorandum, since December 31, 2003, there has been no event, change condition or condition has occurred circumstance that has had, had or would reasonably be expected to have, have a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) contained in its Form 10-K as of and for (i) the fiscal years year ended December 312006 filed with the SEC, 2004 and December 31, 2005, each reported on with a report by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) as contained in its Form 10-Q as of and for each fiscal quarter subsequent to December and the portion of such fiscal year ended March 31, 2005 ended on or prior to 2007, June 30, 2007 and September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer2007 filed with the SEC. Such financial statements Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated 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 and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveunaudited quarterly Financial Statements. (b) Since December 31, 2006, (i) there has been no event, development or circumstance 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 Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, 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 as referred to or reflected or provided for in the Financial Statements. (d) The projections regarding the financial performance of the Borrower has heretofore delivered and its Consolidated Subsidiaries furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, Borrower and based on the upon assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable at the time such projections were provided (and on the Closing Effective Date in the case of forecasts provided prior to the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be reasonable), are based on viewed as facts and that actual results during the best information available to period(s) covered by such projections may differ from the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to projected results and that such differences may be made to give effect to the Transactions material and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at Loan Parties make no representation that such date or at the beginning of such period, as the case may beprojections will be realized). (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years Fiscal Years ended June 30, 2005, June 30, 2006 and June 30, 2007, the Fiscal Quarters ended September 30, 2007, December 31, 2004 2007 and December March 31, 20052008, each reported on by Ernst & Young LLPand the Fiscal Months ended April 30, independent public accountants2008, (ii) each fiscal quarter subsequent to December May 31, 2005 ended on or prior to September 2008, June 30, 20062008 and July 31, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer2008. Such financial statements present fairly, in all material respects, the consolidated financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated forecasted balance sheet and related pro forma consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as delivered pursuant to Section 3.01(i)(iii) and Section 5.01(f) were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such date forecasts, and for such periodrepresented, assuming that the Transactions had actually occurred at such date or at the beginning time of such perioddelivery, as the case may beBorrower’s best estimate of its future financial condition and performance. (c) No event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since December 31June 30, 20052007. (d) Except as disclosed in the financial statements referred to above or the footnotes thereto, after giving effect to the Transactions, none of the Borrower or any of its Subsidiaries has, as of the Effective Date, any contingent liabilities that would reasonably be expected to result in a Material Adverse Effect. (e) The information contained in the most recently delivered Borrowing Base Certificate is complete and correct in all material respects.

Financial Condition; No Material Adverse Change. (a) The Borrower has Symmetry and the Borrowers have heretofore furnished to the Lenders its the consolidated balance sheet and related sheets, consolidated statements of operations and cash flows and comprehensive income, consolidated statement of stockholders’ equity and consolidated statements of cash flows of Novamerican and its consolidated subsidiaries (i) as of and for (i) the fiscal years year ended December 31November 25, 2004 and December 312006, 2005, each reported on by Ernst & Young Xxxxxxx Xxxxxx Xxxxx Xxxxxxxx LLP, independent registered public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31and the portion of the fiscal year ended August 25, 2005 ended on or prior to September 30, 20062007, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its Novamerican’s chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Novamerican and its consolidated Subsidiaries subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Symmetry has heretofore delivered furnished to the Lenders its unaudited pro forma (i) condensed consolidated balance sheet as of September 30, 2007, prepared giving effect to the Transactions as if the Transactions had occurred on such date, and related pro forma (ii) condensed consolidated statements of operations for the nine and cash flows and stockholders’ equity as of twelve months ended September 30, 2007 and for the year ended December 31, 2006, prepared giving effect to the Transactions as if they the Transactions had occurredoccurred on January 1, with respect to 2006. Each of such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial consolidated balance sheet and such pro forma consolidated statements have of operations (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma consolidated financial information contained statements included in the Information Memorandum (which assumptions are believed by Symmetry and the Borrower Borrowers on the Closing Date date hereof to be reasonable), are (ii) is based on the best information reasonably available to Symmetry and the Borrower as of Borrowers on the date of delivery thereofhereof after due inquiry, (iii) accurately reflect reflects in all material respects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower Symmetry and its consolidated Subsidiaries as of such date September 30, 2007, and the pro forma results of operations of Symmetry for such periodthe period referred above, assuming that as if the Transactions had actually occurred at such date or at as of the beginning of such period, as the case may bedates referred to above. (c) No eventExcept 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 Symmetry, the Borrowers or the other Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since November 25, 2006, there has been (i) no material adverse change in the business, assets, operations, prospects or condition has occurred that has hadcondition, financial or would reasonably be expected to haveotherwise, of Symmetry, the Borrowers and the other Subsidiaries, taken as a whole, and (ii) no “Material Adverse Effect, since December 31, 2005Change” as such term is defined in the Arrangement Agreement in respect of Novamerican and its subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Borrower Holdings has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312001, 2005, each reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December and the portion of the fiscal year ended March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062002, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings 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 and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Holdings has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006a recent date prior to the Effective Date, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Parent Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to Holdings and the Parent Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower Holdings and its consolidated Subsidiaries as of such date and for such period, assuming that as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations earnings, shareholders’ equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended December July 31, 2004 and December 31July 30, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) to the extent possible in the exercise of the Borrower’s commercially reasonable efforts, as of and for each subsequent fiscal quarter subsequent to December 31, 2005 month ended on or prior to September at least thirty (30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006days before the Closing Date, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations earnings, shareholder’s equity and cash flows and stockholders’ equity as of September July 30, 20062005, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31July 30, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31, 2004 and December 312009, 2005, each reported on by Ernst Deloitte & Young Touche LLP, independent public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma most recent financial statements have been prepared in good faith by furnished pursuant to Section 5.01(a) fairly present (i) the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such the date thereof and (ii) the results of operations and cash flows of the Borrower and its consolidated Subsidiaries for such periodthe period covered thereby, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beall in accordance with GAAP. (c) No The most recent financial statements furnished pursuant to Section 5.01(b) fairly present (i) the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and (ii) the results of operations and cash flows of the Borrower and its consolidated Subsidiaries for the period covered thereby, all in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes. (d) Since December 31, 2009, there has been no event, change or condition has occurred that has hadresulted in, or would could reasonably be expected to haveresult in, a Material Adverse Effect, since December 31, 2005Change.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished in accordance with Section 8.01 to the Lenders (i) its consolidated balance sheets as of December 31, 2009 and 2008, and the related consolidated statements of operations, comprehensive income, partners’ capital, and cash flows for each of the three years in the period ended December 31, 2009, certified by its independent public accountants; and (ii) its consolidated balance sheet as of September 30, 2010, and the related consolidated statements of operations operations, comprehensive income, partners’ capital, and cash flows for the three month and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 and December 31, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006nine month periods then ended, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the combined or consolidated, as applicable, financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries Subsidiaries, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveunaudited quarterly financial statements. (b) The Borrower has heretofore previously delivered to the Lenders its unaudited the pro forma condensed consolidated balance sheet of the Borrower and related pro forma its consolidated statements of operations and cash flows and stockholders’ equity Subsidiaries as of September 30, 20062010, prepared giving and the related pro forma condensed consolidated statements of operations for the Borrower for the nine months then ended and for the 12 months ended December 31, 2009 (collectively, the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) give effect to the Transactions and the Acquisition as if they had occurred, with respect to such balance sheet, occurred on such date and, with respect to such other financial statements, on in the first day case of the 12-month period ending on such date. Such pro forma financial balance sheet and as of the beginning of the periods presented in the case of the statements of operations, (ii) have been prepared in good faith by the BorrowerLoan Parties, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum stated therein (which assumptions are believed by the Borrower Loan Parties on the Closing Effective Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, (iii) accurately reflect all adjustments required to be made to give effect to the Transactions and the Acquisition, and (iv) are in accordance with Regulation S-X and present fairly in all material respects on a the pro forma basis the estimated consolidated financial position and results of operations of the Borrower as of such date and for such periods, assuming that the Transactions and the Acquisition had occurred at such dates. (c) Since December 31, 2010, giving effect to the Acquisition and the adjustments set forth in the pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of such date and for such periodSeptember 30, assuming that 2010 which was previously delivered to the Transactions had actually occurred at such date or at the beginning of such periodLenders, as the case may be. (ci) No there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to have, have a Material Adverse EffectEffect and (ii) the business of the Loan Parties has been conducted only in the ordinary course consistent with past business practices. (d) Neither the Borrower nor any Restricted Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any material contingent liabilities, since December 31off-balance sheet liabilities or partnerships, 2005liabilities 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 the Pro Forma Financial Statements or as disclosed in this Agreement (including the Schedules hereto).

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ ' equity as of and for (i) the fiscal years ended December 31, 2004 2005 and December 31, 20052006, each reported on by Ernst & Young LLP, independent public accountants, and (ii) each the fiscal quarter subsequent to December ended on March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above). (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ ' equity as of September 30March 31, 20062007, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 20052006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ ' equity as of and for (i) the fiscal years ended December 31, 2004 2005 and December 31, 20052006, each reported on by Ernst & Young LLP, independent public accountants, and (ii) each the fiscal quarter subsequent to December ended on March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062007, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ ' equity as of September 30March 31, 20062007, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 20052006.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and related consolidated statements of operations operations, stockholders equity and cash flows and stockholders’ equity (including the notes thereto) of Borrower as of and for (i) the fiscal years year ended December 31, 2004 and December 312014, 2005, each reported on by Ernst & Young Deloitte LLP, independent public accountants, (ii) copies of which have heretofore been furnished to each fiscal quarter subsequent to Lender, when combined with all public filings with the SEC by any Loan Party since December 31, 2005 ended on or prior to September 302014, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the consolidated financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that in accordance with GAAP. (b) The unaudited consolidated balance sheet and statements of operations, stockholders equity and cash flows of Borrower as of and for the Transactions had actually occurred at nine-month period ended September 30, 2015, copies of which have heretofore been furnished to each Lender, when combined with all public filings with the SEC by any Loan Party since September 30, 2015 present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Borrower, as of such date or at the beginning of and for such period, as in accordance with GAAP, subject to normal year-end adjustments and the case may beabsence of footnotes. (c) No eventExcept as disclosed by Borrower (i) in writing to Time Warner or (ii) in any document filed with or furnished to the SEC, change in each case prior to the 2016 Effective Date, since December 31, 2014, through the applicable date of determination, there have not been events, changes, circumstances or condition has occurred that has hadoccurrences that, when taken as a whole, have had a Material Adverse Effect during the applicable period taken as a whole or would reasonably be expected to have, result in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has has, to the extent the following are not otherwise publicly available to the Lender, heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for Lender (i) the fiscal years consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the nine-month period ended December 31June 30, 2004 2022, audited by and December 31, 2005, each reported on accompanied by Ernst & Young the opinion of KPMG LLP, independent registered public accountants, accounting firm and (ii) each fiscal quarter subsequent to December 31unaudited consolidated balance sheets and related statements of income, 2005 stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the Fiscal Quarter ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer2022. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that period in conformity with GAAP; provided any interim financials shall be subject to normal year-end adjustment and the Transactions had actually occurred at such date or at the beginning absence of such period, as the case may becertain footnotes. (cb) No eventExcept as disclosed by the Borrower in reports filed with or furnished to the SEC prior to the Closing Date (it being understood the preceding shall not apply to disclosure set forth in risk factors, change forward looking statements and other similar prospective statements contained therein), since June 30, 2022, there has been no event or condition has occurred that has hadresulted, or would reasonably be expected to haveresult, in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the end of the fiscal years ended December 31, 2004 and 2005 and consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, in each case reported on by Ernst & Young LLP, independent public accountantsaccountants for the Borrower, and (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to its consolidated balance sheet as of September 30, 20062006 and 2005 and consolidated statements of income, certified by its chief financial officerstockholders’ equity and cash flows for the fiscal quarter and the portion of the fiscal year ended September 30, 2006 (and (iii) each of October and November 2006comparable periods for the prior fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) to year-end audit adjustments and (iii) abovethe absence of footnotes. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma projected consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, occurred on such date anddate, with respect and its pro forma projected consolidated statement of income for the twelve-month period ended as of such date, prepared giving effect to such other financial statements, the Transactions as if the Transactions had occurred on the first day of the 12such twelve-month period ending on such dateperiod. Such pro forma projected consolidated financial statements (i) have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are reasonable at the time such projections were prepared and (ii) were based on the best information then available to the Borrower as after due inquiry, which includes estimates of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position results of the Borrower and its consolidated Subsidiaries as of such date and Liberty Group for such periodthe two fiscal-quarter period ended September 30, assuming that 2006, based in part on the Transactions had actually occurred at such date or at results publicly reported by Liberty for the beginning of such periodperiod ended March 31, as the case may be2006. (c) No Except as disclosed in the financial statements referred to above or the notes thereto and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower or the Subsidiaries has, as of the Effective Date or as of any Funding Date, any material direct or contingent liabilities or unusual long-term commitments. (d) With respect to any credit event following the Effective Date, no event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, operations, properties, results of operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole, whether or not covered by insurance, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to filed with the Lenders SEC (x) its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and Form 10-K for (i) the fiscal years ended December 31, 2004 2010, December 31, 2009 and December 31, 20052008, each reported on and audited by Ernst & Young KPMG LLP, independent public accountants, and (iiy) each fiscal quarter subsequent to December its Form 10-Q for the three-month period ended March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each 2011. All of October and November 2006, certified by its chief financial officer. Such the foregoing financial statements delivered pursuant to the preceding sentence present fairly, in all material respects, the financial position and 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, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses sub-clause (ii) and (iiiy) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma All financial statements delivered pursuant to clause (a) above, including the related schedules and notes thereto, have been prepared in good faith by accordance with GAAP applied consistently throughout the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as periods involved. As of the date hereof, the Borrower and its Subsidiaries do not have any 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 delivery thereofderivatives, accurately reflect all adjustments required by GAAP to be made to give effect to the Transactions and present fairly in all material respects reflected on a pro forma basis the estimated consolidated financial position balance sheet of the Borrower and its consolidated Subsidiaries as other than (i) those reflected in the most recent balance sheet included in the financial statements referred to in this Section 3.04, (ii) those incurred in the ordinary course of business since the date of such date balance sheet and for such period, assuming (iii) those that the Transactions had actually occurred at such date or at the beginning of such period, as the case may becould not reasonably be expected to result in a Material Adverse Effect. (c) No Since December 31, 2010, there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to have, have a Material Adverse Effect, since December 31, 2005Effect on the Borrower and its Subsidiaries.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its the consolidated balance sheet and related consolidated statements of operations earnings, shareholders’ equity and cash flows and stockholders’ equity of (i) Holdings as of and for (i) the fiscal years ended December 31September 30, 2004 2008, 2009 and December 312010, 2005, each reported on by Ernst & Young LLP, independent public accountants, (ii) each the Company (x) as of and for the fiscal quarter subsequent to years ended December 31, 2005 2007, 2008 and 2009, reported on by Ernst & Young LLP, independent public accountants, and (y) as of and for the fiscal quarters ended on or prior to March 31, 2010, June 30, 2010 and September 30, 20062010, certified by its chief financial officer, officer and (iii) to the extent possible in the exercise of the Borrower’s commercially reasonable efforts, each of October Holdings and November 2006the Company as of and for each subsequent fiscal quarter ended at least forty-five (45) days before the Closing Date, certified by its the chief financial officerofficer of Holdings or the Company, as applicable (collectively, the “Historical Financial Statements”). Such financial statements Historical Financial Statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Holdings and its consolidated Subsidiaries or the Company and its consolidated subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (iii)(y), (ii)(y) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its the unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations earnings, shareholder’s equity and cash flows and stockholders’ equity of Holdings as of September 30, 20062010, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such datedate (the “Pro Forma Financial Statements”). Such pro forma financial statements The Pro Forma Financial Statements have been prepared in good faith by the BorrowerHoldings, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by Holdings on the Borrower date hereof and on the Closing Date to be reasonable), are based on the best information available to the Borrower Holdings as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Holdings and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse EffectEffect since September 30, since December 31, 20052009.

Financial Condition; No Material Adverse Change. (a) The Borrower Xxxxxx USA has heretofore furnished to the Lenders (i) its consolidated combined balance sheet sheets as of December 31, 2012 and 2011 and the related consolidated combined statements of operations income and comprehensive income, cash flows and stockholders’ equity net investment as of and for (i) each of the fiscal years ended December 31, 2004 2012, 2011 and December 312010, 2005, each reported on audited by Ernst & Young and accompanied by the opinion of KPMG LLP, independent registered public accountantsaccounting firm, and (ii) each its combined balance sheet and the related combined statements of income and comprehensive income, cash flows and net investment as of and for the fiscal quarter subsequent to December and the portion of the fiscal year ended March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062013, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and position, results of operations and cash flows of Xxxxxx USA, the Borrower Company and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower Xxxxxx USA has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet as of March 31, 2013, and related pro forma consolidated statements of operations income for the year ended December 31, 2012, and cash flows and stockholders’ equity as of September 30the three months ended March 31, 20062013, prepared giving effect to the Spin-Off and the other Transactions as if they the Spin-Off and the other Transactions had occurred, with respect to each such balance sheet, on such the date thereof and, with respect to such other financial statementsstatements for each period, on the first day of the 12-month period ending on such dateperiod. Such unaudited pro forma financial statements, and any other pro forma financial statements contained in the Form 10 (as amended prior to July 26, 2013) (i) have been prepared by the Company in good faith by the Borrowerfaith, based on the assumptions used to prepare the pro forma consolidated financial information contained statements included in the Confidential Information Memorandum (which assumptions are believed by the Borrower Company on the Closing Date July 26, 2013 to be reasonable), (ii) are based on the best information available to the Borrower Company as of the date of delivery thereofthereof after due inquiry and (iii) subject to clauses (i) and (ii) above, (A) accurately reflect all adjustments required to be made necessary to give effect to the Spin-Off and the other Transactions and (B) present fairly fairly, in all material respects on a respects, subject to the qualifications described therein and in the accompanying notes, the pro forma basis financial position, results of operations and cash flows of Xxxxxx USA, the estimated consolidated financial position of Company and the Borrower and its consolidated Subsidiaries as of such date dates and for such period, assuming that periods as if the Spin-Off and the other Transactions had actually occurred at on each such date or at the beginning of each such period, as the case may be. (c) No eventExcept as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Memorandum, change after giving effect to the Transactions, none of Xxxxxx USA, the Company or any other Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since December 31, 2012, there has been no event or condition has occurred that has hadresulted, or would could reasonably be expected to haveresult, in a Material Adverse Effectmaterial adverse change in the business, since assets, liabilities, operations or condition (financial or otherwise) of Xxxxxx USA, the Company and the other Subsidiaries, taken as a whole. (e) Each of the projections of Xxxxxx USA, the Company and the Restricted Subsidiaries for each fiscal quarter of the fiscal year ending December 31, 20052013, and for each fiscal year to and including the fiscal year ending December 31, 2016, contained in the Confidential Information Memorandum or otherwise provided to any Lender prior to the Effective Date (the “Projections”) have been prepared in good faith based upon estimates and assumptions that were believed by Xxxxxx USA and the Company to be reasonable at the time made and are believed by Xxxxxx USA and the Company to be reasonable on the Effective Date, it being understood and agreed that the Projections are not a guarantee of financial or other performance and actual results may differ therefrom and such differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower Amscan has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 2008 and December 31, 20052009, each reported on by Ernst & Young LLP, independent public accountants, and (ii) each the fiscal quarter subsequent to December ended on March 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 20062010, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Amscan and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above). (b) The Borrower Amscan has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September June 30, 20062010, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, sheet on such date and, with respect to such other financial statementsdate, on the first day of the twelve (12-) month period ending on such date. Such pro forma financial statements have balance sheet has been prepared in good faith by the BorrowerBorrowers, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower Borrowers on the Closing Date to be reasonable), ) are based on the best information available to the Borrower Borrowers as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Amscan and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may be. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since December 31, 20052009.

Financial Condition; No Material Adverse Change. (a) The Borrower Company has heretofore furnished to the Lenders its a consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows for the Company and stockholders’ equity its Subsidiaries as of and for (i) the fiscal years year ended December 31, 2004 and December 312011, 2005, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower Since December 31, 2011, there has heretofore delivered to been no material adverse change in the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30business, 2006assets, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other property or financial statements, on the first day condition of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Company and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bea whole. (c) No eventThe Company has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income and cash flows for the four-year period beginning on January 1, change or condition has occurred 2012, in each case prepared on a basis consistent with the financial statements described in Section 3.04(a) and the estimates and assumptions stated therein, all of which the Company believes as of the date hereof to be reasonable and, as of the Effective Date, reflect the Company’s good faith and reasonable estimates of the future financial performance of the Company and its Subsidiaries for such period; provided that has had(i) such forecasts are subject to significant uncertainties and contingencies, or would reasonably which may be expected to havebeyond the Company’s and its Subsidiaries’ control, a Material Adverse Effect, since December 31, 2005(ii) no assurances are given that the results forecasted in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower has has, to the extent the following are not otherwise publicly available to the Lenders, heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations and cash flows and stockholders’ equity as of and for (i) the fiscal years consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the Fiscal Years ended December 31June 30, 2004 2013, 2014 and December 312015, 2005, each reported on audited by Ernst & Young and accompanied by the opinion of KPMG LLP, independent registered public accountants, accounting firm and (ii) each fiscal quarter subsequent to December 31unaudited consolidated balance sheets and related statements of income, 2005 stockholders’ equity and cash flows of the Borrower and its Subsidiaries for the Fiscal Quarter ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer2015. Such financial statements present fairly, in all material respects, the financial position and 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, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that period in conformity with GAAP; provided any interim financials shall be subject to normal year-end adjustment and the Transactions had actually occurred at such date or at the beginning absence of such period, as the case may becertain footnotes. (cb) No eventExcept as disclosed by the Borrower in reports filed with or furnished to the SEC prior to the Effective Date (it being understood the preceding shall not apply to disclosure set forth in risk factors, change forward looking statements and other similar prospective statements contained therein), since June 30, 2015, there has been no event or condition has occurred that has hadresulted, or would reasonably be expected to haveresult, in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated combined balance sheet as of December 31, 2002, and related consolidated Xxxxxxxx 00, 0000, (xx) its combined statements of operations income, stockholders' equity and cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 31, 2004 2001, December 31, 2002, and December 31, 20052003, each in the case of clauses (i) and (ii), reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each its combined balance sheet and combined statements of October income, stockholders' equity and November 2006cash flows as of and for the nine months ended September 30, certified 2004 (and the comparable period for the prior fiscal year), as reviewed by its chief financial officerPricewaterhouseCoopers LLP, independent public accounts, in accordance with Statement on Auditing Standards No. 100. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated the Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated combined balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30, 20062004, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have combined balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on reasonable at the best information time made available to the Borrower Lenders and as of the date of delivery thereofEffective Date), (ii) subject to the assumptions and qualifications described in the Information Memorandum, accurately reflect reflects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iii) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated the Subsidiaries as of such date and for such periodSeptember 30, assuming that 2004 as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No 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 Intermediate Holdings, the Borrower or its Subsidiaries has, as of the Effective Date, any material direct or contingent liabilities, unusual long-term commitments or material unrealized losses. (d) There has not been any event, change development or condition has occurred circumstance that has had, or would could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectmaterial adverse effect on the business, condition (financial or otherwise) or results of operations of Intermediate Holdings, the Borrower and the Subsidiaries, taken as a whole, since December 31, 20052003.

Financial Condition; No Material Adverse Change. (a) The As of the Effective Date, the Borrower has heretofore furnished to the Lenders Administrative Agent its audited consolidated balance sheet and related consolidated statements of operations and income, cash flows and stockholders’ equity as of and for (i) the fiscal years ended December 312013, 2004 2012 and December 312011. As of the Effective Date, 2005the Borrower has heretofore furnished to the Administrative Agent the Springstone Historical Financial Statements. As of the Effective Date, each reported other than as set forth on by Ernst & Young LLPSchedule 3.04, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such such financial statements present fairly, in all material respects, the financial position and 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, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) aboveunaudited financial statements. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements restated statement of operations and cash flows and stockholders’ equity income as of September 30December 31, 20062013, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, occurred on such date andfor the fiscal year ended December 31, with respect to such other financial statements, on the first day of the 12-month period ending on such date2013. Such pro forma financial statements have consolidated balance sheet has been prepared in good faith by the Borrower, based on the assumptions used to prepare the it being understood that no such pro forma financial information contained in the Information Memorandum balance sheet shall be required to include adjustments for purchase accounting (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as including adjustments of the date of delivery thereoftype contemplated by Financial Accounting Standards Codified 805, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beBusiness Combinations (formerly SFAS 141R)). (c) No Since December 31, 2013, no event, change development or condition circumstance exists or has occurred that has had, had or would reasonably be expected to havehave a material adverse effect on the business, property, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole. (d) Neither the Borrower nor any of its Subsidiaries has any contingent liability or liability for Taxes, long term lease or unusual forward or long term commitment that is not reflected in the financial statements referenced in clause (a) above or the notes thereto and which in any such case would reasonably be expected to result in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has Resellers have heretofore furnished to the Lenders its a consolidated balance sheet and related consolidated statements of operations income and cash flows for the Parent Guarantor and stockholders’ equity its Subsidiaries as of and for (i) the fiscal years year ended December 31, 2004 and December 312011, 2005, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent Guarantor and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower Since December 31, 2011, there has heretofore delivered to been no material adverse change in the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30business, 2006assets, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other property or financial statements, on the first day condition of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Parent Guarantor and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bea whole. (c) No eventThe Parent Guarantor has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income, change or condition has occurred stockholders equity and cash flows for the four-year period beginning on January 1, 2012, in each case prepared on a basis consistent with the financial statements described in Section 9.4(a) and the estimates and assumptions stated therein, all of which the Resellers and the Parent Guarantor believe as of the date hereof to be reasonable and, as of the Effective Date, reflect the Parent Guarantor’s good faith and reasonable estimates of the future financial performance of the Parent Guarantor and its Subsidiaries for such period; provided that has had(i) such forecasts are subject to significant uncertainties and contingencies, or would reasonably which may be expected to havebeyond the Parent Guarantor’s and its Subsidiaries’ control, a Material Adverse Effect, since December 31, 2005(ii) no assurances are given that the results forecasted in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years ended December 31, 2004 1997 and December 311998, 2005, each reported on by Ernst & Young LLP, independent public accountants, and (ii) as of and for each fiscal quarter and each portion of the fiscal year ended subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer1998, and (iii) for each of October and November 2006fiscal month preceding the Effective Date since the last fiscal quarter for which financial statements have been provided, in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and 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, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September June 30, 20061999, prepared giving effect to the Transactions as if they the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date. Such pro forma financial statements have consolidated balance sheet (i) has been prepared in good faith by the Borrower, based on the same assumptions used to prepare the pro forma financial information contained statements included in the Information Memorandum (which assumptions are believed by Holdings and the Borrower on the Closing Date to be reasonable), are (ii) is based on the best information available to Holdings and the Borrower as of the date of delivery thereofafter due inquiry, (iii) accurately reflect reflects in all material respects all adjustments required to be made necessary to give effect to the Transactions and present fairly (iv) presents fairly, in all material respects on a respects, the pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such periodJune 30, assuming that 1999, as if the Transactions had actually occurred at on such date or at the beginning of such period, as the case may bedate. (c) No eventThe Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Company and its subsidiaries (i) as of and for the fiscal years ended December 31, 1996, 1997 and 1998, reported on by KPMG LLP, independent public accountants, and (ii) as of and for each fiscal quarter and each portion of the fiscal year ended subsequent to December 31, 1998, and for each fiscal month preceding the Effective Date since the last fiscal quarter for which financial statements have been provided, in each case certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Company 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 (ii) above. (d) 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 Effective Date, any material contingent liabilities. (e) Since March 31, 1999, there has been no material adverse change in the business, operations, assets, or condition has occurred that has had(financial or otherwise) of Holdings, or would reasonably be expected to havethe Borrower and the Subsidiaries, taken as a Material Adverse Effectwhole. (f) As of the Effective Date, since December 31, 20051998, there has been no material adverse change in the business, operations, assets or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity as of and for (i) the fiscal years year ended December 31April 30, 2004 and December 312006, 2005, each reported on by Ernst & Young PricewaterhouseCoopers LLP, independent public accountants, accountants and (ii) each its consolidated balance sheet and statements of income and cash flows as of and for its fiscal quarter subsequent to December ended July 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates date and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited pro forma (i) the consolidated balance sheet and related pro forma statements of operations of Grupo Industrial Herradura, S.A. de C.V. as of and for the fiscal year ended December 31, 2005, reported on by Deloitte Touche Tohmatsu, independent public accountants and (ii) the consolidated balance sheet and related statements of operations of Grupo Industrial Herradura, S.A. de C.V. as of and for the six-months ended June 30, 2006. To the knowledge of the Borrower, such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows and stockholders’ equity as of September 30Grupo Industrial Herradura, 2006, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower S.A. de C.V. and its consolidated Subsidiaries subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may beperiods in accordance with generally accepted accounting principles in Mexico. (c) No eventSince April 30, 2006 through the date of this Agreement, there has been no material adverse change in the business, assets, liabilities, condition (financial or otherwise) or material agreements of the Borrower and its Subsidiaries, taken as a whole. (d) Since December 31, 2005 through the date of this Agreement, to the knowledge of the Borrower and except as otherwise set forth on Schedule 3.04, there has been no material adverse change in the business, assets, liabilities, condition has occurred that has had(financial or otherwise) or material agreements of the Acquired Company that, or after giving effect to the Transactions, would reasonably be expected to haveresult in a material adverse change in the business, assets, liabilities, condition (financial or otherwise) or material agreements of the Borrower and its Subsidiaries, taken as a Material Adverse Effect, since December 31, 2005whole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its (i) the consolidated balance sheet of Holdings as of December 31, 2012, and the related consolidated statements of operations and cash flows and income, stockholders’ equity as and cash flows of and Holdings for (i) the fiscal years year ended December 31, 2004 2012, in each case audited by and December 31, 2005, each reported on accompanied by an opinion of Ernst & Young LLP, independent public accountants, accountants (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) and (ii) each an unaudited consolidated balance sheet of Holdings as at the end of, and related statements of income and cash flows of Holdings for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September June 30, 2006, certified by its chief financial officer, 2013 (and (iii) each of October and November 2006comparable period for the prior fiscal year), certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings, the Borrower and its the Subsidiaries on a consolidated Subsidiaries basis as of such dates and for such periods in accordance with GAAPGAAP consistently applied, subject to the absence of footnotes and normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) The Borrower has heretofore delivered furnished to the Lenders its unaudited a pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity Holdings as at the end of September June 30, 20062013, prepared giving effect to the Transactions to be consummated on the Effective Date as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower and its consolidated Subsidiaries as of such date and for such period, assuming that the Transactions had actually occurred at on such date or at the beginning of such period, as the case may be. Such pro forma financial statements (i) have been prepared by the Borrower 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 by Holdings and the Borrower on the date hereof to be reasonable), (ii) are based on the best information available to Holdings and the Borrower as of the date of delivery thereof after due inquiry, (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 of Holdings, the Borrower and the Subsidiaries as of such date, as if the Transactions had occurred on such date. (c) No eventTo the knowledge of the Borrower and Holdings, change except as disclosed in the financial statements referred to above or the notes thereto or in the Confidential Information Memorandum, after giving effect to the Transactions, none of Holdings, the Borrower or any Subsidiary has, as of the Effective Date, any material direct or contingent liabilities, unusual long-term commitments or unrealized losses. (d) Since December 31, 2012, there has been no event or condition has occurred that has hadresulted, or would could reasonably be expected to haveresult, in a Material Adverse Effect, since December 31, 2005.

Financial Condition; No Material Adverse Change. (a) The Borrower has Resellers have heretofore furnished to the Lenders its a consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows for the Parent Guarantor and stockholders’ equity its Subsidiaries as of and for (i) the fiscal years year ended December 31, 2004 and December 312007, 2005, each reported on by Ernst & Young KPMG LLP, independent public accountants, (ii) each fiscal quarter subsequent to December 31, 2005 ended on or prior to September 30, 2006, certified by its chief financial officer, and (iii) each of October and November 2006, certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent Guarantor and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses (ii) and (iii) above. (b) The Borrower Since December 31, 2007, there has heretofore delivered to been no material adverse change in the Lenders its unaudited pro forma consolidated balance sheet and related pro forma consolidated statements of operations and cash flows and stockholders’ equity as of September 30business, 2006assets, prepared giving effect to the Transactions as if they had occurred, with respect to such balance sheet, on such date and, with respect to such other property or financial statements, on the first day condition of the 12-month period ending on such date. Such pro forma financial statements have been prepared in good faith by the Borrower, based on the assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the date of delivery thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Parent Guarantor and its consolidated Subsidiaries Subsidiaries, taken as of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such period, as the case may bea whole. (c) No eventThe Parent Guarantor has heretofore furnished to the Lenders forecasted consolidated balance sheets and statements of income, change or condition has occurred stockholders equity and cash flows for the five-year period beginning on January 1, 2008, in each case prepared on a basis consistent with the financial statements described in Section 9.4(a) and the estimates and assumptions stated therein, all of which the Resellers and the Parent Guarantor believe as of the date hereof to be reasonable and, as of the Effective Date, reflect the Parent Guarantor’s good faith and reasonable estimates of the future financial performance of the Parent Guarantor and its Subsidiaries for such period; provided that has had(i) such forecasts are subject to significant uncertainties and contingencies, or would reasonably which may be expected to havebeyond the Parent Guarantor’s and its Subsidiaries’ control, a Material Adverse Effect, since December 31, 2005(ii) no assurances are given that the results forecasted in any such projections will be realized and (iii) the actual results may differ from the forecasted results set forth in such projections and such differences may be material.

Financial Condition; No Material Adverse Change. (a) The Borrower Parent has heretofore furnished to the Lenders its consolidated balance sheet and related consolidated statements of operations income, stockholders equity and cash flows and stockholders’ equity (i) as of and for (i) the fiscal years year ended December 31September 30, 2004 and December 311996, 2005, each reported on by Ernst & Young LLP, independent certified public accountants, and (ii) each as of and for the fiscal quarter subsequent to December 31, 2005 and the portion of the fiscal year ended on or prior to September June 30, 20061997, certified by its chief financial officer, and (iii) each the Chief Financial Officer of October and November 2006, certified by its chief financial officerthe Parent. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAPGAAP applied consistently throughout the period involved, subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments in the case of the statements referred to in clauses clause (ii) and (iii) above. (b) Since September 30, 1996, there has occurred no event or circumstance which has had a Material Adverse Effect. (c) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet of the Parent and related pro forma its consolidated statements of operations and cash flows and stockholders’ equity Subsidiaries as of September at June 30, 20061997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the Transactions (as if they such events had occurred, with respect to such balance sheet, on such date and, with respect to such other financial statements, on the first day of the 12-month period ending occurred on such date) to (i) the consummation of the Target Acquisition, (ii) the Loans to be made hereunder and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. Such pro forma financial statements have The Pro Forma Balance Sheet has been prepared in good faith by the Borrower, based on the a reasonable basis using reasonable assumptions used to prepare the pro forma financial information contained in the Information Memorandum (which assumptions are believed by the Borrower on the Closing Date to be reasonable), are based on the best information available to the Borrower as of the initial date of delivery thereof, accurately reflect all adjustments required to be made to give effect to and, assuming the Transactions and present accuracy of such assumptions, presents fairly in all material respects on a pro forma basis the estimated consolidated financial position of the Borrower Parent and its consolidated Subsidiaries as of such date and for such periodat June 30, 1997, assuming that the Transactions events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as the case may bedate. (cd) No event, change or condition has occurred Except to the extent that has had, or would the failure to satisfy the following representation and warranty could not reasonably be expected to have, have a Material Adverse Effect, since : (i) the consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 20051995 and December 31, 1996, respectively, and the related consolidated statements of earnings, cash flows and shareholders' equity for the fiscal years ended on such dates, reported on by Coopers & Xxxxxxx, L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Target and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended; and (ii) the unaudited consolidated balance sheet of the Target and its consolidated Subsidiaries as at June 30, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the six-month period ended on such date, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments).