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

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in 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 the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Parent Guarantor has heretofore furnished to the Lenders (i) combined and consolidated balance sheets as of December 31, 2006 and 2005, and the related combined and consolidated statements of income, comprehensive income, equity, and cash flows for the year ended December 31, 2006, the three month period ended December 31, 2005 and the years ended September 30, 2005 and 2004, certified by its independent public accountants; and (ii) consolidated balance sheet and the related consolidated statements of Holdings income, comprehensive income, equity, and cash flows for the fiscal quarter ended March 31, 2007, 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 Parent Guarantor and its consolidated Consolidated Subsidiaries as of September 30such dates and for such periods in accordance with GAAP, 2012 (including any notes thereto) (subject to year-end audit adjustments and the “Pro Forma Balance Sheet” and such date, absence of footnotes in the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation case of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated unaudited quarterly financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such datestatements. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and Parent Guarantor has heretofore furnished to the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for Lenders the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income earnings and cash flows of Holdings and its consolidated Subsidiaries for the fiscal Acquisition Properties for the three month period ended on such dateending March 31, and 2007. To the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period best of the prior fiscal yearParent Guarantor’s knowledge, such financial statements present fairly fairly, in all material respects respects, the consolidated financial condition position of Holdings and its consolidated Subsidiaries the Acquisition Properties as of such dates (subject to the absence of footnotes date and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month such period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP, subject to normal recurring year-end audit adjustments and the absence of footnotes). (c) No Since December 31, 2006, (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 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, since 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 Effective DateFinancial Statements.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the combined balance sheet and statements of income, and Cash flows of Hawaiian Telcom Communications, Inc. and its Subsidiaries (i) as of and for the Fiscal Years ended December 31, 2008, December 31, 2007 and December 31, 2006, reported on by [either Deloitte & Touche LLP or Ernst & Young LLP], independent registered public accountants, which, with respect to the Fiscal Years ending December 31, 2006 and December 31, 2007, were without qualification and (ii) unaudited consolidated financial statements of Hawaiian Telcom Communications, Inc. and its Subsidiaries for the 2009 Fiscal Year and (iii) unaudited interim consolidated financial statements of Hawaiian Telcom Communications, Inc. and its Subsidiaries for each fiscal month and Fiscal Quarter ended more than 45 days prior to the Effective Date as to which such financial statements are available (and for the comparable period of the preceding Fiscal Year). Such financial statements present fairly in all material respects, in accordance with GAAP, the financial condition and results of operations of Holdings, the Borrower and its Subsidiaries on a consolidated basis as of such date and for such period; such balance sheets and the notes thereto disclose all liabilities, direct or contingent, of Holdings, the Borrower and its Subsidiaries as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in a manner consistent with GAAP (subject, in the case of the financial statements described in clause (ii) above, to normal year-end adjustments and the absence of footnotes). (b) The Borrower has heretofore furnished to the Lenders (x) the Disclosure Statement, which includes a pro forma consolidated balance sheet of Holdings Holdings, the Borrower and its consolidated Subsidiaries as of September 30March 31, 2012 2010 and (including any notes theretoy) (the “Pro Forma Balance Sheet” and such datea pro forma consolidated balance sheet of Holdings, the “Pro Forma Balance Sheet Date”)Borrower and its Subsidiaries as of [December 31, copies of which have heretofore been furnished to 2009], in each Lendercase, has been prepared giving effect (to the Transactions as if such events Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon on the same assumptions used to prepare the Projections (which assumptions are believed by Holdings and the Borrower to be have been reasonable as of at the date thereoftime made) and (ii) presents fairly, and presents fairly on a in all material respects, the pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at Holdings, the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings Borrower and its consolidated Subsidiaries as of such dates and date, as if the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to above or the notes thereto and except as disclosed in this paragraphthe Disclosure Statement and the Plan of Reorganization, after giving effect to the Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPmaterial unusual long-term commitments. (cd) No eventSince August 23, 2009, other than with respect to matters set forth in the Projections, there has been no material adverse change in the business, operations or financial condition has occurred that has hadof Holdings, or would reasonably be expected to havethe Borrower and their Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which Credit Parties have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) delivered to the consummation of Lenders the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated following financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.statements: (bi) The audited the consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income operations, shareholders’ equity and of cash flows of Holdings the Borrower and its consolidated all Subsidiaries of the Borrower, as of and for the fiscal years ended on such datesDecember 31, reported on 2005, December 31, 2006 and December 31, 2007, in each case, audited and accompanied by PricewaterhouseCoopers LLP, an opinion of the Borrower’s independent public accountants; (ii) the unaudited consolidated balance sheet and statements of operations, shareholders’ equity and cash flows of the Borrower and all Subsidiaries of the Borrower and all Subsidiaries of the Borrower, as of and for the fiscal year-to-date period ended March 31, 2008, certified by a Designated Financial Officer that such financial statements fairly present fairly in all material respects the consolidated financial position condition of Holdings the Borrower and its consolidated all Subsidiaries of the Borrower as of at such dates date and the consolidated results of the operations of the Borrower and consolidated cash flows all Subsidiaries of Holdings and its consolidated Subsidiaries the Borrower for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such datedate and that all such financial statements, including the related schedules and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly notes thereto have been prepared in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved involved, except as disclosed on Schedule 5.4; and (iii) the projected consolidated balance sheets, statements of operations and cash flows for the Borrower and all Subsidiaries of the Borrower on a monthly basis for fiscal year 2008. Except as disclosed on Schedule 5.4, such financial statements (except for the projections) present fairly, in all material respects, the respective consolidated financial position and results of operations and cash flows of the respective entities as approved of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such unaudited or pro forma statements. The projections were prepared by the aforementioned firm of accountants Borrower in good faith and were based on assumptions that were reasonable when made, it being understood, that actual results during the periods covered thereby may differ from the projected results. (b) Except as disclosed therein). No U.S. Loan Party on Schedule 5.4, since December 31, 2007, there has any been no material liabilities adverse change in the business, assets, operations or material obligations of any kind whatsoevercondition, whether accrued, contingent, absolute, determined, determinable financial or otherwise, of the Credit Parties (taken as a whole) from that set forth in the December 31, 2007 financial statements referred to in clause (ii) of paragraph (a) above. (c) None of the Credit Parties has on the date hereof any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material and whether due would need to be disclosed on financial statements in accordance with GAAP, except (i) as referred to or to become due, other than liabilities reflected or obligations provided for in the financial statements referred to described in this paragraphSection 5.4, liabilities or obligations arising (ii) as provided for in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No event, change or condition has occurred that has hadSchedule 5.4 annexed hereto, or would reasonably be expected (iii) as otherwise permitted pursuant to have, a Material Adverse Effect, since the Effective Datethis Agreement.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 Company has heretofore furnished to the Lenders (including any notes theretoi) (x) the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings Company and its Subsidiaries on a consolidated Subsidiaries as of January 2, 2010, January 1, 2011basis, and December 31, 2011, and the related consolidated statements of income income, changes in equity and of cash flows of Holdings the Company and its Subsidiaries on a consolidated Subsidiaries basis for the fiscal years periods ended on such datesOctober 31, reported on 2014, October 31, 2015 and October 31, 2016, audited by PricewaterhouseCoopers and accompanied by the opinion of KPMG, LLP, independent registered public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012accounting firm, and the related unaudited consolidating financial statements and (y) unaudited consolidated balance sheets and related statements of income income, changes in equity and cash flows of Holdings and its consolidated Subsidiaries the Company for the fiscal month period quarters ended on such dateJanuary 31, 2017 and April 30, 2017 (the corresponding financial statements set forth in clauses (a)(i)(x) and (y), the “Company Required Financials”) and (ii) (x) audited consolidated balance sheets of GCA and related statements of income income, changes in equity and cash flows of Holdings and its consolidated Subsidiaries GCA for the corresponding period periods ended December 31, 2014, December 31, 2015 and December 31, 2016 and the related unaudited consolidating financial statements and (y) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of GCA for the prior fiscal yearquarter ended March 31, 2017 (the financial statements set forth in clauses (a)(ii)(x) and (y), the “GCA Required Financials,” and together with the Company Required Financials, the “Required Financials”). The Required Financials present fairly fairly, in all material respects respects, the consolidated financial condition position, results of Holdings operations and cash flows of the Company and its consolidated Subsidiaries Subsidiaries, respectively, as of such dates (subject date and for such period in conformity with GAAP, subject, with respect to any quarterly financial statements, to the absence of footnotes and to normal year-end audit adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to Each reference in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required Section 3.04(a) to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPa “Subsidiary” shall include any Unrestricted Subsidiary. (cb) No eventSince October 31, change 2016 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 the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited Borrower has heretofore furnished to the Lenders the combined balance sheet and the related combined statements of operations, owner's investment and cash flows of Xxxxxx Brands North America ("BBNA") (i) as of and for the two fiscal years ended December 31, 1996, and (ii) for the nine months ended September 27, 1997, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, in all material respects, the combined financial position and results of operations and cash flows of the Acquired Business as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30the Effective Date, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (to the Transactions as if such events the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed to be reasonable as of the date thereofEffective Date by Holdings and the Borrower to be reasonable), (ii) is based on the best information available as of the Effective Date to Holdings and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly on a fairly, in all material respects, the pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings Borrower and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for Effective Date as if the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPInformation Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (cd) No eventSince September 27, 1997, there has been no material adverse change in the business, operations or financial condition has occurred that has hadof Holdings, or would reasonably be expected to havethe Borrower and its Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders (i) Predecessor Borrower’s consolidated balance sheet and statements of Holdings income, stockholders equity and cash flows as of and for the fiscal year ended November 30, 2021, reported on by Deloitte & Touche LLP, independent public accountants, (ii) Predecessor Borrower’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending August 31, 2022, (iii) Vitesse Oil’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2021, reported on by Xxxxxx Xxxxx, LLP, independent public accountants, (iv) Vitesse Oil’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending September 30, 2022, and (v) projections of balance sheets, income statements and cash flows presented on a quarterly basis through the fiscal year ending December 31, 2023 and on a yearly basis for each year during the period commencing January 1, 2024 and ending on December 31, 2026 (the projections described in this clause (vi), the “Projections”). Such financial statements (other than the Projections) present fairly, in all material respects, the financial position and results of operations and cash flows of the Predecessor Borrower and Vitesse Oil and their Consolidated Subsidiaries, respectively, as of such dates and for such periods in accordance with GAAP. Such Projections present fairly, in all material respects, the projected financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” such dates and for such periods and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been Projections were prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Datetime made available to the Administrative Agent, assuming it being understood that such Projections are not to be viewed as facts and that actual results may vary materially from such Projections and that the events specified in the preceding sentence had actually occurred at Borrower makes no representation that such dateprojections will be realized. (b) The audited consolidated balance sheets Since November 30, 2021, (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 Holdings the Borrower and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising conducted only in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPbusiness practices. (c) No eventNeither the Borrower nor any Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, change off-balance sheet liabilities or condition has occurred 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 that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Dateare not Projections.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders the consolidated and consolidating balance sheet sheets of Holdings the Borrower and its consolidated Subsidiaries and the related consolidated (and, as to statements of September 30income, 2012 (including any notes theretounaudited consolidating) (the “Pro Forma Balance Sheet” statements of income, equity and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation cash flow of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Borrower and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (bi) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and for the fiscal year ended December 31, 20112003, such consolidated financial statements audited by an independent accounting firm of national standing, and (ii) as of and for the related consolidated fiscal quarter and the portion of the fiscal year ended June 30, 2004, unaudited and certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of income operations and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings 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 consolidated results absence of operations and consolidated cash flows footnotes in the case of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders GulfTerra’s (i) annual report on Form 10-K containing financial statements of such dates. The unaudited consolidated balance sheet of Holdings GulfTerra and its consolidated Subsidiaries as of October 27and for the fiscal year ended December 31, 20122003, such consolidated financial statements audited by an independent accounting firm of national standing, and the related unaudited consolidated (ii) quarterly report on Form 10-Q containing financial statements of income GulfTerra and its consolidated Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2004, unaudited. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings GulfTerra 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) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial case of the statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet clause (or in the notes theretoii) that is prepared in accordance with GAAPabove. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective DateChange exists.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Holdings has heretofore furnished to the Administrative Agent (i) the consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income income, stockholders’ equity and cash flows of Holdings for the fiscal year ended December 31, 2011, audited by and accompanied by the opinion of PricewaterhouseCoopers LLP, independent registered public accounting firm, and (ii) the unaudited consolidated balance sheet of Holdings as at the end of, and related consolidated statements of income, stockholders’ equity and cash flows of Holdings for, the fiscal quarter and the portion of the fiscal year ended September 30, 2012 (and comparable periods for the prior fiscal year), certified by its senior vice president, business operations and finance. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of Holdings and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the fiscal years ended absence of certain footnotes in the case of the statements referred to in clause (ii) above. (b) Holdings has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet of Holdings and the Subsidiaries as of September 30, 2012, prepared giving effect to the Transactions as if the Transactions had occurred on such datesdate (the “Pro Forma Financial Statements”). The Pro Forma Financial Statements (i) have been prepared by Holdings in good faith, reported based on the assumptions used to prepare the pro forma consolidated financial statements included in the Confidential Information Memorandum (which assumptions are believed by PricewaterhouseCoopers LLPHoldings on the date hereof to be reasonable) and (ii) present fairly, independent public accountants, present fairly in all material respects respects, the consolidated pro forma financial position of Holdings and its consolidated Subsidiaries as of such dates and date as if the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPConfidential Information Memorandum, after giving effect to the Transactions, none of Holdings, the Borrower or any other Subsidiary has, as of the Effective Date, any material contingent liabilities, unusual long-term commitments or material unrealized losses (other than the Obligations). (cd) No eventSince December 31, change 2011, 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, operations, liabilities or financial condition of Holdings, the Effective DateBorrower and the other Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders the Main Shipbuilding Subsidiary’s consolidated balance sheet and statements of Holdings income, stockholders equity and its consolidated Subsidiaries cash flows as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such datesDecember 31, reported on 2008, December 31, 2009 and December 31, 2010, audited by PricewaterhouseCoopers and accompanied by the opinion of Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, present fairly in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of the Main Shipbuilding Subsidiary and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP. Such balance sheets and the consolidated results notes thereto disclose all material liabilities, direct or contingent, of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings Main Shipbuilding Subsidiary and its consolidated Subsidiaries as of October 27, 2012, the dates thereof. (b) The Borrower has heretofore delivered to the Lenders its unaudited pro forma consolidated balance sheet and the related unaudited consolidated pro forma statements of income income, stockholder’s equity and cash flows as of Holdings and its consolidated Subsidiaries for December 31, 2010, prepared giving effect to the fiscal 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 ended 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 Confidential Information Memorandum (which assumptions are believed by the Borrower on the date hereof to be reasonable), accurately reflect all material adjustments required to be made to give effect to the Transactions and present fairly on a pro forma basis the corresponding statements of income and cash flows of Holdings and its estimated consolidated Subsidiaries for the corresponding period financial position of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings Borrower and its consolidated Subsidiaries as of such dates (subject to date and for such period, assuming that the absence of footnotes and normal year-end adjustments) and Transactions had actually occurred at such date or at the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as beginning of such dates (subject to period, as the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPcase may be. (c) No There has not occurred since December 31, 2010, any event, change occurrence, change, state of circumstances or condition which, individually or in the aggregate has occurred that has had, had or would reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have Borrower has heretofore been furnished to each Lender, has been prepared giving effect the Administrative Agent (as if such events had occurred on such datei) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited Company’s consolidated balance sheets and related statements of Holdings income, stockholders’ equity and its consolidated Subsidiaries cash flows as of January 2, 2010, January 1, 2011, and for the fiscal years ended December 31, 2011, December 31, 2010 and the December 31, 2009, reported on by Deloitte & Touche LLP, independent public accountants, (ii) RP Corp.’s consolidated balance sheets and related consolidated statements of income income, stockholders’ equity and of cash flows as of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates(x) December 31, 2009, reported on by PricewaterhouseCoopers LLP, independent public accountants and (y) December 31, 2011 and December 31, 2010, reported on by Deloitte & Touche LLP, independent public accountants, (iii) the Company’s unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for each subsequent fiscal quarter ended after the date of the most recent audited financial statements and at least 45 days (or 60 days in the case of the fourth quarter) before the Effective Date, (iv) RP Corp.’s unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows for each subsequent fiscal quarter ended after the date of the most recent audited financial statements and at least 45 days (or 60 days in the case of the fourth quarter) before the Effective Date. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and its consolidated cash flows of the Borrower and the Subsidiaries as of such dates and for such periods in accordance with GAAP consistently (except to the consolidated results of operations and consolidated cash flows of Holdings and extent disclosed therein) applied. (b) The Borrower has heretofore furnished to the Lenders its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited pro forma consolidated statements of income and cash flows as of Holdings and its consolidated Subsidiaries for September 30, 2012, on a Pro Forma Basis, prepared giving effect to the fiscal month period ended Transactions as if the Transactions had occurred on such date, . Such pro forma consolidated balance sheet and the corresponding consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustmentsi) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout good faith based on the periods involved same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (except which assumptions are believed by Holdings and the Borrower to be reasonable), (ii) accurately reflect all adjustments necessary to give effect to the Transactions (other than the effects of purchase accounting) and (iii) present fairly, in all material respects, the pro forma financial position of the Borrower and the Subsidiaries as approved of September 30, 2012, as if the Transactions had occurred on such date; provided that, for the avoidance of doubt, each such pro forma financial statement has been prepared by the aforementioned firm Borrower consistent with the definition of accountants Pro Forma Basis which allows for the add-back of cost-savings, operating expense reductions and synergies (whether realized or expected to be realized) arising from the Transactions. (c) Except as disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising the notes thereto or in the ordinary course Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of business consistent with past practice Holdings, the Borrower or liabilities which would not be the Subsidiaries has, as of the Effective Date, any material direct or contingent liabilities, unusual long-term commitments or unrealized losses required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (cd) 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 condition (financial or otherwise), business, assets, liabilities or results of operations of Holdings, the Borrower and the Subsidiaries, taken as a whole, since the Effective DateDecember 31, 2011.

Financial Condition; No Material Adverse Change. (a) The unaudited Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 1996, reported on by Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 1997, 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 in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September June 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date1997, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (to the Transactions as if such events the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable as of reasonable), (ii) is based on the date thereofbest information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly on a fairly, in all material respects, the pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings Borrower and its consolidated Subsidiaries as of January 2June 30, 20101997, January 1as if the Transactions had occurred on such date. (c) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, 2011, stockholders' equity and cash flows of Huntsman Polymer Corporation's CT Film Division as of and for the fiscal year ended December 31, 20111996, and included in the related consolidated statements report of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, present fairly in all material respects respects, the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended CT Film Division, as of such dates. The unaudited consolidated balance sheet of Holdings date and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month such period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (cd) No eventSince December 31, 1996, there has been no material adverse change in the business, assets, operations, prospects or condition has condition, financial or otherwise, of the Borrower and its Restricted Subsidiaries, taken as a whole (with the CT Film Acquisition being deemed to have occurred that has hadon December 31, or would reasonably be expected to have1996, a Material Adverse Effect, since for the Effective Datepurposes of this representation).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2at December 31, 20102005, January 1December 31, 2011, 2006 and December 31, 20112007, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from KPMG LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of at such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2008 and the related unaudited consolidated statements of income and cash flows for the fiscal-month period year ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of such dates (subject to its operations and its consolidated cash flows for the absence of footnotes and normal year-end adjustments)year then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party None of Holdings, the Borrower or any of their respective Subsidiaries has any material Guarantees, contingent liabilities and liabilities for taxes, or material obligations 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 any kind whatsoeverderivatives, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, liabilities 2007 to and including the Closing Date, there has been no disposition by any of Holdings, the Borrower or obligations arising in the ordinary course any of their respective Subsidiaries of any material part of its business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPproperty. (cb) No eventSince December 31, 2007, there has been no material adverse change in the business, assets, properties, liabilities (actual and contingent), operations or financial condition has occurred that has hadof Holdings, the Borrower and their respective Subsidiaries, taken as a whole (other than (i) as shall have been disclosed in Holdings’ and the Borrower’s public filings with the Securities and Exchange Commission or would reasonably be expected (ii) as otherwise disclosed to havethe Lenders in writing, a Material Adverse Effectin each case prior to February 18, since the Effective Date2009).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Alamosa Delaware has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders' equity and its consolidated Subsidiaries cash flows (i) as of September 30, 2012 (including any notes thereto) (and for the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and fiscal year ended December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates1999, reported on by PricewaterhouseCoopers LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2000, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of Alamosa Delaware and its consolidated Subsidiaries or the Borrower and its consolidated subsidiaries, as applicable, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) Alamosa Delaware has heretofore furnished to the Lenders its pro forma consolidated results balance sheet as of operations September 30, 2000, prepared giving effect to the Xxxxxxx/WOW Transactions as if the Xxxxxxx/WOW Transactions had occurred on such date. Each of such pro forma consolidated balance sheets (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are, as of the Original Effective Date, believed by Superholdings, Alamosa Delaware and the Borrower to be reasonable), (ii) is based on the best information available to Superholdings, Alamosa Delaware and the Borrower, as of the Original Effective Date, after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Xxxxxxx/WOW Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of Superholdings and its consolidated cash flows of Holdings subsidiaries, Alamosa Delaware and its consolidated Subsidiaries for or the respective fiscal years ended Borrower and its consolidated subsidiaries, as applicable, as of such datesdate as if the Xxxxxxx/WOW Transactions had occurred on such date. (c) Alamosa Delaware has heretofore furnished to the Lenders pro forma summary consolidated information of Alamosa Delaware, in form and substance satisfactory to the Administrative Agent, as of and for the fiscal year ended December 31, 2000, prepared giving effect to the Transactions as if the Transactions had occurred on such date. The unaudited Such pro forma summary consolidated balance sheet financial information (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements provided to the Lenders on March 19, 2001 (which assumptions are, as of Holdings the Restatement Effective Date, believed by Superholdings, Alamosa Delaware and the Borrower to be reasonable), (ii) is based on the best information available to Superholdings, Alamosa Delaware and the Borrower, as of the Restatement Effective Date, after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of Superholdings and its consolidated subsidiaries, Alamosa Delaware and its consolidated Subsidiaries as of October 27, 2012, and or the related unaudited consolidated statements of income and cash flows of Holdings Borrower and its consolidated Subsidiaries for subsidiaries, as applicable, as of such date as if the fiscal month period ended Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (d) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPInformation Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Superholdings, APCS, Alamosa Delaware, the Borrower or the Restricted Subsidiaries has, as of the Restatement Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (ce) No eventSince December 31, 1999, there has been 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 Superholdings, APCS, Alamosa Delaware, the Borrower and the Restricted Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the Existing Borrower’s audited consolidated balance sheet and related statements of income or operations, stockholders’ equity and cash flows as of and for the fiscal year ending December 31, 2011. Such financial statements fairly present in all material respects the financial position and results of operations and cash flows of the Existing Borrower and its consolidated subsidiaries as of such date and for such period. The Borrower has heretofore furnished to the Lenders the Existing Borrower’s unaudited pro forma consolidated balance sheet sheet, statements of Holdings income, Consolidated EBITDA and its consolidated Subsidiaries as of September 30other operating data for the most recently ended four fiscal quarter period for which such financial statements are available, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to in each Lender, has been prepared case after giving effect (to the Transactions as if such events they had occurred on such date) to date in the consummation case of the Transactionsbalance sheet and as of the beginning of all periods presented in the case of the statements of income, Consolidated EBITDA and other operating data (collectively, the “Financial Statements”). The Pro Forma Balance Sheet has Such pro forma financial statements have been prepared in good faith by the Borrower, based upon on the assumptions stated therein (which assumptions are believed by the Borrower on the date hereof and on the Effective Date to be reasonable in light of current conditions and facts then known to the Borrower), are based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis accurately reflect all adjustments required to be made to give effect to the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011Transactions, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the pro forma consolidated financial position and results of Holdings operations of the Borrower and its consolidated Consolidated Subsidiaries as of such dates date and for such periods, assuming that the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of Transactions had occurred at such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27. (b) Since December 31, 20122011, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such datethere has been no event, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject development or circumstance that has had or could reasonably be expected to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPa Material Adverse Effect. (c) No eventNeither the Borrower nor any Subsidiary has, change on the date hereof after giving effect to the Transactions, any Material Indebtedness (including Disqualified Capital Stock) or condition has occurred that has hadany contingent liabilities, off-balance sheet liabilities or would reasonably 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 and its Consolidated Subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based upon assumptions believed by the Borrower to be expected reasonable at the time such projections were provided (and on the Effective Date in the case of forecasts provided prior to have, a Material Adverse Effect, since the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that neither the Borrower nor any Subsidiary makes any representation that such projections will be realized).

Financial Condition; No Material Adverse Change. (a) The audited consolidated balance sheet and statements of operations, stockholders equity and cash flows (including the notes thereto) of the Borrower and its consolidated Subsidiaries as of and for the twelve months ended December 31, 2004, reported on by Ernst & Young LLP, independent public accountants, 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 Amendment 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 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 Amendment 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 date and for such period, in accordance with GAAP, subject to normal year-end adjustments and the absence of footnotes. (c) The unaudited pro forma consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries as of at September 30, 2012 (including any notes thereto) 2005 (the “"Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionsAdelphia 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. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed on the best information available to be reasonable the Borrower as of the date of delivery thereof, and presents fairly fairly, in all material respects, on a pro forma basis the estimated financial position of Holdings the Borrower and its consolidated Subsidiaries as at the Pro Forma Balance Sheet DateSeptember 30, 2005, assuming that the events specified in clauses (i), (ii) and (iii) in the preceding sentence had actually occurred at such date. (bd) The audited consolidated balance sheets Since December 31, 2004 there has been no material adverse change in the business, assets, operations or financial condition of Holdings the Borrower and its consolidated Subsidiaries Subsidiaries, taken as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPa whole. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders the unaudited pro forma consolidated balance sheet of Holdings Company and its consolidated Subsidiaries as of September 30at March 31, 2012 (including any notes thereto) 2013 (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been ) prepared after giving effect (as if such events had occurred on such date) to (i) the consummation of the TransactionsDataQuick/MSB Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been was prepared by the Company in good faith based upon assumptions believed on the information available to be reasonable the Company as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings Company and its consolidated Subsidiaries as at the Pro Forma Balance Sheet DateMarch 31, 2013, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The Company has heretofore furnished to the Lenders (i) the audited consolidated balance sheets sheet of Holdings the Company and its consolidated Subsidiaries as of January 2for the fiscal years ended December 31, 2010, January 1, 2011, 2011 and December 31, 20112012, and the related consolidated statements of income or operations, shareholders’ equity and of cash flows for each such fiscal year of Holdings the Company and its consolidated Subsidiaries for Subsidiaries, including the fiscal years ended on such datesnotes thereto, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects (ii) the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings the Company and its Subsidiaries for the fiscal quarters ended March 31, 2013 and June 30, 2013, the related consolidated Subsidiaries as statements of October 27income or operations, shareholders’ equity and cash flows for each such fiscal quarter and a comparison of financial performance for each such fiscal quarter to the corresponding fiscal quarter of the previous fiscal year, (iii) the audited consolidated balance sheet of the Target Business for the fiscal year ended December 31, 2012, and the related unaudited consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, including the notes thereto and (iv) the unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries the Target Business for the fiscal month period quarters ended on such dateMarch 31, 2013 and June 30, 2013, the corresponding related consolidated statements of income or operations, shareholders’ equity and cash flows for each such fiscal quarter and a comparison of Holdings and its consolidated Subsidiaries financial performance for each such fiscal quarter to the corresponding period fiscal quarter of the prior previous fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been each prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business on a consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPbasis. (c) No eventSince December 31, 2012, there has been no material adverse change in the business, assets, operations or condition has occurred that has had(financial or otherwise) of the Company and its Subsidiaries, or would reasonably be expected to have, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma ----------------------------------------------- Parent Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders equity and its consolidated Subsidiaries cash flows (i) as of September 30, 2012 (including any notes thereto) (and for the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and fiscal year ended December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates2000, reported on by PricewaterhouseCoopers Xxxxxx Xxxxxxxx LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of the Parent Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above. (b) The Parent Borrower has heretofore furnished to the Lenders UDI's consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal years ended December 31, 1998, December 31, 1999 and December 31, 2000, reported on by KPMG LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2001. To the knowledge of the Parent Borrower, such financial statements present fairly, in all material respects, the financial position and results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings UDI and its consolidated Subsidiaries as of such dates (and for such periods in accordance with GAAP, subject to (x) year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above and normal year-end adjustments(y) adjustments to fair value of the assets and the consolidated results liabilities of operations and consolidated cash flows of Holdings UDI and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No eventThe Parent Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet as of December 31, change 2000, prepared giving --- ----- effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith --- ----- based on the same assumptions used to prepare the pro forma financial statements --- ----- included in the Information Memorandum (which assumptions are believed by the Parent Borrower to be reasonable), (ii) is based on the best information available to the Parent Borrower after due inquiry and (iii) appropriately reflects all adjustments necessary to give effect to the Transactions. (d) Except as disclosed in the financial statements referred to above or condition the notes thereto or in the Information Memorandum and except for the Disclosed Matters, based on the facts and circumstances in existence on the Amendment/Restatement Effective Date and taking into consideration the likelihood of any realization with respect to contingent liabilities, after giving effect to the Transactions, none of the Parent Borrower or its Subsidiaries has, as of the Amendment/Restatement Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses; provided that the foregoing representation, insofar as it relates to UDI and its Subsidiaries, is made only to the best of the Parent Borrower's knowledge. (e) Since December 31, 2000, there has occurred been no development or event that has had, had or would could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders (i) Predecessor Borrower’s consolidated balance sheet and statements of Holdings income, stockholders equity and cash flows as of and for the fiscal year ended November 30, 2021, reported on by Deloitte & Touche LLP, independent public accountants, (ii) Predecessor Borrower’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending August 31, 2022, (iii) Vitesse Oil’s consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2021, reported on by Xxxxxx Xxxxx, LLP, independent public accountants, (iv) Vitesse Oil’s unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows as of and for the fiscal quarter ending June 30, 2022, and (v) projections of balance sheets, income statements and cash flows presented on a quarterly basis through the fiscal year ending December 31, 2023 and on a yearly basis for each year during the period commencing January 1, 2024 and ending on December 31, 2026 (the projections described in this clause (vi), the “Projections”). Such financial statements (other than the Projections) present fairly, in all material respects, the financial position and results of operations and cash flows of the Predecessor Borrower and Vitesse Oil and their Consolidated Subsidiaries, respectively, as of such dates and for such periods in accordance with GAAP. Such Projections present fairly, in all material respects, the projected financial position and results of operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” such dates and for such periods and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been Projections were prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Datetime made available to the Administrative Agent, assuming it being understood that such Projections are not to be viewed as facts and that actual results may vary materially from such Projections and that the events specified in the preceding sentence had actually occurred at Borrower makes no representation that such dateprojections will be realized. (b) The audited consolidated balance sheets Since November 30, 2021, (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 Holdings the Borrower and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising conducted only in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPbusiness practices. (c) No eventNeither the Borrower nor any Subsidiary has on the date hereof any material Debt (including Disqualified Capital Stock) or any contingent liabilities, change off-balance sheet liabilities or condition has occurred 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 that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Dateare not Projections.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Loan Parties have heretofore furnished to the Lenders (i)(A) the consolidated balance sheet sheets and related statements of Holdings earnings, shareholders’ equity and cash flows of Dress Barn and its consolidated Subsidiaries as of September 30and for the fiscal years ended July 31, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof2010, and presents fairly on a pro forma basis July 25, 2009, each audited by and accompanied by the estimated financial position unqualified opinion of Holdings Deloitte & Touche LLP, independent public accountants and its consolidated Subsidiaries as at (B) the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited unaudited consolidated balance sheets sheet and related statements of Holdings earnings, shareholders’ equity and cash flows of Dress Barn and its consolidated Subsidiaries as of January 2and for the fiscal quarter ended October 30, 2010. Such financial statements present fairly, January 1in all material respects, 2011, the financial position and December 31, 2011, results of operations and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings Dress Barn 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 clauses (i)(B) above. (b) The Loan Parties have heretofore furnished to the Lenders a pro forma consolidated balance sheet and pro forma statements of income, cash flows and profit and loss of Dress Barn as of and for the period of four fiscal quarters ended July 25, 2009, prepared giving effect to the Transactions (as defined in the Existing Credit Agreement) as if such Transactions had occurred on such date, in the case of such balance sheet, and at the beginning of such period, in the case of such statements of income, cash flows and profit and loss. Such pro forma consolidated balance sheet and pro forma statements of income, cash flows and profit and loss (i) have been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Materials (which assumptions are believed by the Borrowers to be reasonable), (ii) are based on the best information available to the Borrowers, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position and results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings Dress Barn and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the period of four fiscal month period quarters ended July 25, 2009, as if the Transactions (as defined in the Existing Credit Agreement) had occurred on such date, and date or at the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as beginning of such dates period, as the case may be. (subject to the absence of footnotes and normal year-end adjustmentsc) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended Except as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPInformation Materials and except for the Disclosed Matters, after giving effect to the Transactions, none of the Loan Parties or their subsidiaries has, as of the Restatement Effective Date, any material contingent liabilities, unusual long-term commitments or unrealized losses. (cd) No eventSince July 31, change or condition 2010, there has occurred that has had, or would reasonably be expected to have, a no Material Adverse Effect, since the Effective DateChange.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its consolidated balance sheet and consolidated statements of Holdings operations and its consolidated Subsidiaries comprehensive income, stockholders’ equity and cash flows as of September 30and for the fiscal years ended December 31, 2012 2012, December 31, 2013, and December 31, 2014, audited by and accompanied by an opinion of PricewaterhouseCoopers LLP, independent public accountants (including without a “going concern” or like qualification or exception and without any notes thereto) (qualification or exception as to the “Pro Forma Balance Sheet” and scope of such dateaudit). Such financial statements present fairly, in all material respects, the “Pro Forma Balance Sheet Date”), copies financial position and results of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation operations and cash flows of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable Borrower and the Subsidiaries on a consolidated basis as of the date thereof, such dates and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified for such periods in the preceding sentence had actually occurred at such dateaccordance with GAAP consistently applied. (b) The audited Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheets sheet and the pro forma consolidated statements of Holdings income, stockholders’ equity and its consolidated Subsidiaries cash flows as of January 2, 2010, January 1, 2011, and for the fiscal year ended December 31, 20112014, and prepared giving effect to the related consolidated Transactions as if the Transactions had occurred, in the case of such balance sheet, on such date and, in the case of such statements of income income, stockholders’ equity and cash flows, on the first day of the 12-month period ending on such date. 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 Information Memorandum (which assumptions are believed by the Borrower on the date hereof to be reasonable), (ii) are based on the best information available to the Borrower as of the date of delivery thereof after due inquiry, (iii) accurately reflect all adjustments determined by the Borrower in good faith to be necessary to give effect to the Transactions and (iv) present fairly, in all material respects, the pro forma financial position, results of operations and cash flows of Holdings the Borrower and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Restricted Subsidiaries as of such dates date and for such period, as if the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for Transactions had occurred on such date or at the respective fiscal years ended as beginning of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries period, as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries applicable. (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPInformation Memorandum, after giving effect to the Transactions, none of the Borrower or any Restricted Subsidiary has, as of the Effective Date, any material direct or contingent liabilities, unusual long-term commitments or unrealized losses. (cd) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, assets, property, operations or financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, whether or not covered by insurance, since December 31, 2014 (other than anything set forth in the Effective DateForm 10).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30at December 31, 2012 2008 (including any the notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation Loans to be made on the Closing Date and the use of proceeds thereof and any other Indebtedness to be issued on the TransactionsClosing Date, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed on the best information available to be reasonable Holdings and the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings Holdings, the Borrower and its consolidated Subsidiaries as at the Pro Forma Balance Sheet DateDecember 31, 2008, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2at December 31, 20102005, January 1December 31, 2011, 2006 and December 31, 20112007, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from KPMG LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of at such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at September 30, 2008 and the related unaudited consolidated statements of income and cash flows for the fiscal-month period quarter ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of such dates (subject to its operations and its consolidated cash flows for the absence of footnotes and normal year-end adjustments)quarter then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party None of Holdings, the Borrower or any of its Subsidiaries has any material Guarantees, contingent liabilities and liabilities for taxes, or material obligations 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 any kind whatsoeverderivatives, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, liabilities 2007 to and including the date hereof there has been no disposition by any of Holdings, the Borrower or obligations arising in the ordinary course any of its Subsidiaries of any material part of its business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPproperty. (c) No eventSince December 31, 2007, there has been no material adverse change in the business, assets, properties, liabilities (actual and contingent), operations or financial condition has occurred that has hadof Holdings, the Borrower and its Subsidiaries, taken as a whole (other than (i) as shall have been disclosed in Holdings’ and the Borrowers’ public filings with the Securities and Exchange Commission or would reasonably be expected (ii) as otherwise disclosed to havethe Lenders in writing, a Material Adverse Effect, since in each case prior to the Effective Closing Date).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Administrative Agent and the Lenders audited consolidated financial statements for the Consolidated Group, with a balance sheet and related consolidated statements of Holdings income or operations, shareholders’ or owners’ equity and its consolidated Subsidiaries as of September 30cash flows, 2012 (for the fiscal years ending December 31, 2012, December 31, 2013 and December 31, 2014, including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been were prepared in good faith based upon assumptions believed to be reasonable accordance with GAAP consistently applied and fairly present in all material respects the financial position, results from operations and cash flows as of the date thereof, dates and presents fairly on a pro forma basis for the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such dateperiods shown. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, Borrower has heretofore furnished to the Administrative Agent and the Lenders unaudited company-prepared consolidated financial statements for the Consolidated Group, with a balance sheet and related consolidated statements of income or operations, shareholders’ or owners’ equity and of cash flows of Holdings and its consolidated Subsidiaries flows, for the fiscal years ended on such datesperiod ending March 31, reported on by PricewaterhouseCoopers LLP2015 which were prepared in accordance with GAAP consistently applied, independent public accountantsexcept as noted, and fairly present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated position, results of from operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows as of Holdings the dates and its consolidated Subsidiaries for the fiscal month period ended on such dateperiods shown, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject only to the absence of footnotes and normal year-end audit adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No eventThe Borrower has hereto furnished to the Administrative Agent and the Lenders financial projections (the “Projections”) for the Consolidated Group, change after giving effect to the Transactions on a Pro Forma Basis, on a consolidated basis with a balance sheet and related consolidated statements of income or condition operations, for the fiscal years 2015 and 2016. The Projections were prepared in good faith based on assumptions believed by the Borrower to be reasonable, but performance is not certain and actual results are likely to be different. Further, statements contained in the Projections which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and are subject to risks and contingencies. Such forward-looking statements are based on the current beliefs of the management of the Borrower as well as assumptions made by and information currently available to the Borrower. Such statements reflect the current view of the Borrower’s management with respect to future events, the outcome of which is inherently susceptible to risks and uncertainties (some of which may be beyond the Borrower’s control) which could cause actual results to differ materially from those currently anticipated. (d) Since December 31, 2014, there has occurred that been no development, change, event or occurrence that, individually or in the aggregate, has had, had or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings Company has furnished to the Global Agent and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” Lenders complete and such date, the “Pro Forma Balance Sheet Date”), correct copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings the Parent and its consolidated Subsidiaries as of January 229, 2010, January 1, 2011, and December 31, 2011, 2011 and the related audited consolidated statements of income income, shareholders’ equity, and of cash flows of Holdings the Parent and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period year of the prior fiscal yearParent then ended, present fairly in all material respects accompanied by the consolidated financial condition report thereon of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments)PricewaterhouseCoopers. All such financial statements have been prepared in accordance with GAAP GAAP, consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed stated therein). No U.S. Loan Party has any material liabilities or material obligations , and fairly present the financial position of the Parent and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any kind whatsoeversuch financial statements that are unaudited, whether accruedto normal audit adjustments, contingentnone of which will involve a Material Adverse Effect. The Parent and its Subsidiaries did not have, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for in as of the date of the latest financial statements referred to in this paragraphabove, liabilities and will not have as of the Closing Date after giving effect to the incurrence of Loans or obligations arising LC Issuances hereunder, any material or significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the ordinary course of business consistent with past practice foregoing financial statements or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared thereto in accordance with GAAPGAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Parent and its Subsidiaries. (b) The financial projections of the Parent and its Subsidiaries for the fiscal years 2011 and 2012 prepared by the Parent and delivered to the Global Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Parent in good faith after taking into account historical levels of business activity of the Parent and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Parent and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Parent’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Parent or the Company as of the Closing Date which, if reflected in the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein. (c) No eventSince January 29, 2011, there has been 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 the Parent, the Company and the Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders equity and cash flows (i) contained in its consolidated Subsidiaries Form 10-K as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years year ended on such dates2010 filed with the SEC, reported on with a report by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as contained in its Form 10-Q as of and for each fiscal quarter and the portion of such fiscal year ended March 31, 2011 filed with the SEC. Such Financial Statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27periods in accordance with GAAP, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly Financial Statements. (b) Since December 31, 2010, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and normal year-end adjustments(ii) and the consolidated results business of operations and consolidated cash flows of Holdings the Borrower and its consolidated Restricted Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising conducted only in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPbusiness practices. (c) No eventNeither the Borrower nor any Restricted Subsidiary has on the date hereof any material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, change off-balance sheet liabilities or condition has occurred that has hadpartnerships, liabilities for taxes, unusual forward or would reasonably 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 and its Consolidated Subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based upon assumptions believed by the Borrower to be expected reasonable at the time such projections were provided (and on the Effective Date in the case of forecasts provided prior to have, a Material Adverse Effect, since the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation that such projections will be realized).

Financial Condition; No Material Adverse Change. (ai) The unaudited Borrower has heretofore furnished in writing to the Administrative Agent a pro forma consolidated balance sheet and other financial information reflecting the financial position of Holdings the Parent and its consolidated Subsidiaries as of September 30the Closing Date, 2012 (including any notes thereto) (after giving effect to the “Pro Forma Balance Sheet” and such datemaking of the Loans hereunder, the “Pro Forma Balance Sheet Date”), copies application of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) the proceeds thereof and to the consummation Transactions contemplated to occur on the Closing Date, certified by a Responsible Officer of the Transactions. The Pro Forma Balance Sheet has Borrower as having been prepared in good faith based upon assumptions believed reasonable assumptions. Such financial information presents fairly, in all material respects, the financial position of the Parent and its Subsidiaries on the Closing Date. (ii) The Borrower has heretofore furnished in writing to be reasonable the Administrative Agent the audited balance sheet and related statements of operations, shareholders’ equity and cash flows as of the date thereofend of and for the twelve month period ended December 31, 2022 and presents fairly the unaudited balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for the fiscal quarter ended March 31, 2023, all certified by a Responsible Officer of the Borrower as presenting fairly, in all material respects, the financial condition and results of operations of the Parent and its Subsidiaries, on a pro forma consolidated basis, in accordance with GAAP consistently applied, subject, in the case of the unaudited financial statements, to normal year-end audit adjustments and the absence of footnotes. (iii) The Borrower has heretofore furnished in writing to the Administrative Agent financial statement projections (including balance sheet and related statements of operations, shareholders’ equity and cash flows) on a quarterly basis for the estimated financial position of Holdings and its consolidated Subsidiaries as at three (3) year period ending after the Pro Forma Balance Sheet Closing Date, assuming that all certified by a Responsible Officers of the events specified Borrower as having been prepared in the preceding sentence had actually occurred at such dategood faith based upon reasonable assumptions. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and Since December 31, 20112022, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such datesthere has been no event, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject development or circumstance that has had or could reasonably be expected to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPa Material Adverse Effect. (c) No eventExcept as set forth on Schedule 8.04, change no Loan Party nor any Subsidiary of any Loan Party has on the date hereof any Material Indebtedness (including Disqualified Capital Stock) or condition has occurred that has hadany contingent liabilities, off-balance sheet liabilities or would reasonably be expected to havepartnerships, a Material Adverse Effect, since the Effective Dateunusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings Company has furnished to the Agent and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” Lenders complete and such date, the “Pro Forma Balance Sheet Date”), correct copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings the Parent and its consolidated Subsidiaries as of January 229, 2010, January 1, 2011, and December 31, 2011, 2011 and the related audited consolidated statements of income income, shareholders’ equity, and of cash flows of Holdings the Parent and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period year of the prior fiscal yearParent then ended, present fairly in all material respects accompanied by the consolidated financial condition report thereon of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments)PricewaterhouseCoopers. All such financial statements have been prepared in accordance with GAAP GAAP, consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed stated therein). No U.S. Loan Party has any material liabilities or material obligations , and fairly present the financial position of the Parent and its Subsidiaries as of the respective dates indicated and the consolidated results of their operations and cash flows for the respective periods indicated, subject in the case of any kind whatsoeversuch financial statements that are unaudited, whether accruedto normal audit adjustments, contingentnone of which will involve a Material Adverse Effect. The Parent and its Subsidiaries did not have, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for in as of the date of the latest financial statements referred to in this paragraphabove, liabilities and will not have as of the Closing Date after giving effect to the incurrence of Loans hereunder, any material or obligations arising significant contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the ordinary course of business consistent with past practice foregoing financial statements or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared thereto in accordance with GAAPGAAP and that in any such case is material in relation to the business, operations, properties, assets, financial or other condition or prospects of the Parent and its Subsidiaries. (b) The financial projections of the Parent and its Subsidiaries for the fiscal years 2012 through 2016 prepared by the Parent and delivered to the Agent and the Lenders (the “Financial Projections”) were prepared on behalf of the Parent in good faith after taking into account historical levels of business activity of the Parent and its Subsidiaries, known trends, including general economic trends, and all other information, assumptions and estimates considered by management of the Parent and its Subsidiaries to be pertinent thereto; provided, however, that no representation or warranty is made as to the impact of future general economic conditions or as to whether the Parent’s projected consolidated results as set forth in the Financial Projections will actually be realized, it being recognized by the Lenders that such projections as to future events are not to be viewed as facts and that actual results for the periods covered by the Financial Projections may differ materially from the Financial Projections. No facts are known to the Parent or the Company as of the Closing Date which, if reflected in the Financial Projections, would result in a material adverse change in the assets, liabilities, results of operations or cash flows reflected therein. (c) No eventSince January 29, 2011, there has been 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 the Parent, the Company and the Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited Borrower has heretofore furnished to the Lenders its consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows (i) as of and for the fiscal years ended December 31, 1996, December 31, 1997, and December 31, 1998, reported on by each of BDO Xxxxxxx, LLP, independent public accountants, and Xxxxxx Xxxxxxxx, independent public accountants, and (ii) as of and for each fiscal quarter of fiscal year 1999 ended prior to the Effective Date. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments. (b) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for Cremascoli and its subsidiaries (i) as of and for the fiscal years ended December 31, 1997, and December 31, 1998, reported on by PricewaterhouseCoopers LLP (or a predecessor firm), independent public accountants, and (ii) as of and for each fiscal quarter of fiscal year 1999 ended prior to the Effective Date. Such financial statements present fairly, in all material respects, the consolidated financial position and results of operations and cash flows of Cremascoli as of such dates and for such periods in accordance with International Accounting Standards, subject to year- end audit adjustments. (c) Holdings has heretofore furnished to the Lenders its pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date1999, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to the Transactions (including the Cremascoli Transactions) as if such events the Transactions had occurred on such datedate (including (x) to the consummation repurchase of all outstanding WMT Existing Notes and the payment of any premium and accrued and unpaid interest thereon and (y) the making of the TransactionsTerm Loans contemplated hereby). The Pro Forma Balance Sheet Such pro forma consolidated balance sheet (i) has been prepared in good faith based upon on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed to be reasonable as of the date thereofEffective Date by Holdings and the Borrower to be reasonable), (ii) is based on the best information available as of the Effective Date to Holdings and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly on a fairly, in all material respects, the pro forma basis the estimated financial position of Holdings Holdings, the Borrower and the Subsidiaries (including Cremascoli and its consolidated Subsidiaries subsidiaries) as at of September 30, 1999, as if the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence Transactions had actually occurred at on such date. (bd) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries Except as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPInformation 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. (ce) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse EffectExcept as disclosed on Schedule 3.04(e), since December 31, 1998, there has been no material adverse change in the Effective Datebusiness, operations, property, condition (financial or otherwise) or prospects 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 Administrative Agent (i) consolidated balance sheets of the Borrower as at December 31, 2013, December 31, 2012 and December 31, 2011 and related statements of income, stockholders’ equity and cash flows of the Borrower for the fiscal years ended at December 31, 2013, December 31, 2012 and December 31, 2011, audited by and accompanied by the opinion of Ernst & Young LLP, independent registered public accounting firm. Such financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Borrower and its consolidated Restricted Subsidiaries as of such dates and for such periods in accordance with GAAP and (ii)(A) an audited balance sheet of the Target as at the end of December 31, 2013 and December 31, 2012 and related audited statements of operations and cash flows of the Target for the fiscals year ended December 31, 2013 and December 31, 2012, prepared in accordance with U.S. GAAP (and the audit report for such financial statements which shall not be subject to any qualification or “going concern” disclosure), and (B) an unaudited balance sheet of the Target as of December 31, 2011 and the related unaudited statements of operations and cash flows for the fiscal year ended December 31, 2011, in each case prepared in accordance with U.S. GAAP (in the case of this clause (B), without footnote disclosure). (b) The Borrower has heretofore furnished to the Administrative Agent a pro forma consolidated balance sheet of Holdings the Borrower and its consolidated the Restricted Subsidiaries as at the end of, and related pro forma statements of September 30income of the Borrower for, 2012 the fiscal year ended December 31, 2013, prepared giving effect to the Transactions as if the Transactions had occurred on such date (including any notes theretoin the case of such balance sheet) or at the beginning of such period (in the case of such statements of income) (the “Pro Forma Balance Sheet” Financial Statements”). The Pro Forma Financial Statements (i) have been prepared by the Borrower in good faith, based on assumptions believed by the Borrower on the Closing Date to be reasonable, (ii) are believed by the Borrower to be based on the best information reasonably available to the Borrower as of the date of delivery thereof after due inquiry, (iii) accurately reflect in all material respects all adjustments necessary to give effect to the Transactions and such date(iv) present fairly, in all material respects, the “Pro Forma Balance Sheet Date”), copies pro forma financial position of which have heretofore been furnished to each Lender, has been prepared giving effect (the Borrower and its consolidated Restricted Subsidiaries as of such date as if such events the Transactions had occurred on such date) to ; provided that no representation is being made by the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at Borrower that the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements Financial Statement have been prepared in accordance compliance with GAAP applied consistently throughout Regulation S-X of the periods involved Securities Act or include adjustments for purchase accounting (except as approved including adjustments of the type contemplated by the aforementioned firm of accountants and disclosed thereinFinancial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP.) (c) No eventSince December 31, change 2013, 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 the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Holdings has heretofore furnished to the Lenders (i) audited consolidated financial statements of Holdings and its consolidated subsidiaries consisting of audited consolidated balance sheets as of January 31, 2015 and January 31, 2016 and audited consolidated income statements and statements of stockholders’ equity and cash flows for each of the fiscal years of Holdings ended January 31, 2014, January 31, 2015 and January 31, 2016, (ii) audited consolidated financial statements of the Target and its subsidiaries consisting of audited consolidated balance sheets as of December 31, 2014 and December 31, 2015 and audited consolidated statements of operations and comprehensive income (loss), statements cash flows and statements of stockholders’ equity for each of the fiscal years of the Target and its subsidiaries ended December 31, 2013, December 31, 2014 and December 31, 2015, (iii) unaudited pro forma interim consolidated financial statements of Holdings and its consolidated subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of Holdings and its consolidated Subsidiaries subsidiaries as of the last day of the fiscal quarter of Holdings and its consolidated subsidiaries ended July 31, 2016 and (B) an unaudited interim consolidated income statement, statement of cash flows and statement of stockholder’s equity of Holdings and its consolidated subsidiaries for the most recent six month fiscal period of Holdings and its consolidated subsidiaries ended July 31, 2016 and (iv) unaudited interim consolidated financial statements of the Target and its subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of the Target and its subsidiaries as of the last day of the fiscal quarter of the Target and its subsidiaries ended September 30, 2012 2016 and (including any notes theretoB) an unaudited interim consolidated statement of operations and comprehensive income (loss), statement of cash flows and statement of stockholders’ equity of the “Target and its subsidiaries for the nine month fiscal period of the Target and its subsidiaries ended September 30, 2016. Such financial statements present fairly, in all material respects, the financial position and results of Holdings and the Target, as applicable, as of such dates and periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and, in the case of the statements referred to in clause (iii) and clause (iv), the absence of footnotes. (b) Holdings has heretofore furnished to the Lenders the Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which Financial Statements (i) have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith by Holdings based upon (x) the assumptions stated therein (which assumptions are believed by it on the date of delivery thereof and on the Effective Date to be reasonable as of reasonable) and (y) accounting principles consistent with the date thereof, financial statements referred to in Section 3.04(a) and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (bii) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the pro forma consolidated financial position and results of operations of Holdings and its consolidated Subsidiaries as of such dates date and for such periods, assuming that the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of Transactions had occurred at such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No Since January 31, 2016, no event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 Pro Forma Information (including any the notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet Information has been prepared in based on good faith based upon estimates and assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Datetime made, assuming it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the events specified in period or periods covered by any such projections may differ materially from the preceding sentence had actually occurred at such dateprojected results. (b) The Loan Parties have heretofore furnished to the Lenders (i) audited consolidated balance sheets of Holdings eToys Direct and its consolidated Subsidiaries as of each of the Fiscal Years ended January 228, 20102006 and February 3, January 1, 2011, 2007 and December 31, 2011, the notes thereto and the related consolidated statements of income operations, shareholders’ equity and of cash flows of Holdings eToys Direct and its consolidated Subsidiaries for the fiscal years Fiscal Years then ended, (ii) unaudited consolidated balance sheets of eToys Direct and its Subsidiaries as of the Fiscal Quarters ending May 5, 2007 and August 4, 2007 and the related consolidated statements of operations, shareholders’ equity and cash flows of eToys Direct and its Subsidiaries for the Fiscal Quarter then ended on such datesand (iii) unaudited consolidated balance sheets of eToys Direct and its Subsidiaries as of each of the Fiscal Months ending after the most recent Fiscal Quarter referred to in clause (ii) above and more than thirty (30) days prior to the Effective Date and the related consolidated statements of operations, reported on by PricewaterhouseCoopers LLPshareholders’ equity and cash flows of eToys Direct and its Subsidiaries for the Fiscal Months then ended. Such financial statements present fairly, independent public accountants, present fairly in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of eToys Direct 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 clauses (ii) and (iii) above. (c) BabyUniverse has heretofore caused to be timely filed with the United States Securities and Exchange Commission (i) audited consolidated balance sheets of BabyUniverse and its Subsidiaries as of each of the Fiscal Years ended December 31, 2005 and December 31, 2006 and the notes thereto and the related consolidated statements of operations, shareholders’ equity and cash flows of BabyUniverse and its Subsidiaries for the Fiscal Years then ended, (ii) unaudited consolidated balance sheets of BabyUniverse and its Subsidiaries as of the Fiscal Quarters ended March 31, 2007 and June 30, 2007 and the related consolidated statements of operations, shareholders’ equity and cash flows of BabyUniverse and its Subsidiaries for the Fiscal Quarters then ended. Such financial statements present fairly, in all material respects, the financial position and results of operations and consolidated cash flows of Holdings BabyUniverse and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of 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) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial case of the statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet clause (or in the notes theretoii) that is prepared in accordance with GAAPabove. (cd) No eventSince February 3, 2007, there has been no change in the business, assets, operations, prospects or condition has occurred that has hadcondition, financial or would otherwise, of the Loan Parties and their Subsidiaries, taken as a whole, which could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Administrative Agent and the Lenders audited consolidated financial statements for the Consolidated Group, with a balance sheet and related consolidated statements of Holdings income or operations, shareholders’ or owners’ equity and its consolidated Subsidiaries as of September 30cash flows, 2012 (for the fiscal years ending December 31, 20122015, December 31, 20132016 and December 31, 20142017, including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been were prepared in good faith based upon assumptions believed to be reasonable accordance with GAAP consistently applied and fairly present in all material respects the financial position, results from operations and cash flows as of the date thereof, dates and presents fairly on a pro forma basis for the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such dateperiods shown. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, Borrower has heretofore furnished to the Administrative Agent and the Lenders unaudited company-prepared consolidated financial statements for the Consolidated Group, with a balance sheet and related consolidated statements of income or operations, shareholders’ or owners’ equity and of cash flows of Holdings and its consolidated Subsidiaries flows, for the fiscal years ended on such datesperiod ending March 31, reported on by PricewaterhouseCoopers LLP2015June 30, independent public accountants2018 which were prepared in accordance with GAAP consistently applied, except as noted, and fairly present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated position, results of from operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows as of Holdings the dates and its consolidated Subsidiaries for the fiscal month period ended on such dateperiods shown, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject only to the absence of footnotes and normal year-end audit adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No eventThe Borrower has hereto furnished to the Administrative Agent and the Lenders financial projections (the “Projections”) for the Consolidated Group, change after giving effect to the Transactions on a Pro Forma Basis, on a consolidated basis with a balance sheet and related consolidated statements of income or condition operations, for the fiscal years 20152018 and 20162019. The Projections were prepared in good faith based on assumptions believed by the Borrower to be reasonable, but performance is not certain and actual results are likely to be different. Further, statements contained in the Projections which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and are subject to risks and contingencies. Such forward-looking statements are based on the current beliefs of the management of the Borrower as well as assumptions made by and information currently available to the Borrower. Such statements reflect the current view of the Borrower’s management with respect to future events, the outcome of which is inherently susceptible to risks and uncertainties (some of which may be beyond the Borrower’s control) which could cause actual results to differ materially from those currently anticipated. (d) Since December 31, 20142017, there has occurred that been no development, change, event or occurrence that, individually or in the aggregate, has had, had or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30at December 31, 2012 2007 (including any the notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation Loans to be made on the Closing Date and the use of proceeds thereof and any other Indebtedness to be issued on the TransactionsClosing Date, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed on the best information available to be reasonable Holdings and the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings Holdings, the Borrower and its consolidated Subsidiaries as at the Pro Forma Balance Sheet DateDecember 31, 2007, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2at December 31, 20102005, January 1December 31, 2011, 2006 and December 31, 20112007, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from KPMG LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of at such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at March 31, 2008 and the related unaudited consolidated statements of income and cash flows for the fiscal-month period quarter ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of such dates (subject to its operations and its consolidated cash flows for the absence of footnotes and normal year-end adjustments)quarter then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party None of Holdings, the Borrower or any of its Subsidiaries has any material Guarantees, contingent liabilities and liabilities for taxes, or material obligations 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 any kind whatsoeverderivatives, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, liabilities 2007 to and including the date hereof there has been no disposition by any of Holdings, the Borrower or obligations arising in the ordinary course any of its Subsidiaries of any material part of its business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPproperty. (c) No eventSince December 31, 2007, there has been no material adverse change in the business, assets, properties, liabilities (actual and contingent), operations or financial condition has occurred that has hadof Holdings, the Borrower and its Subsidiaries, taken as a whole (other than (i) as shall have been disclosed in Holdings’ and the Borrowers’ public filings with the Securities and Exchange Commission or would reasonably be expected (ii) as otherwise disclosed to havethe Lenders in writing, a Material Adverse Effect, since in each case prior to the Effective Datedate hereof).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrowers have heretofore delivered to the Lenders the following financial statements: (i) the audited consolidated balance sheet and statements of Holdings earnings (loss), stockholders' deficit and cash flows of CML and its consolidated Consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such datesDecember 3, reported on 1995 and December 1, 1996, respectively, accompanied by PricewaterhouseCoopers an opinion of Ernst & Young LLP, independent public accountants; (ii) the unaudited consolidated balance sheet and statements of income and cash flows of CML and its Consolidated Subsidiaries as of and for the six-month period ended June 1, 1997, certified by a Financial Officer that such financial statements fairly present fairly (subject, in all material respects the case of such balance sheet as at June 1, 1997 and such statements of income and cash flows for the six months then ended, to normal year-end audit adjustments) the consolidated financial position condition of Holdings CML and its consolidated Consolidated Subsidiaries as of at such dates and the consolidated results of the operations and consolidated cash flows of Holdings CML and its consolidated Consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period periods ended on such date, dates and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in that all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements statements, including the related schedules and notes thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved involved; (except iii) the audited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of Sylvania and its Consolidated Subsidiaries as approved of and for the fiscal year ended December 31, 1996; (iv) the unaudited consolidated balance sheet and statements of and cash flows of the Sylvania Companies as of and for the six-month period ended June 30, 1997 (subject, in the case of such balance sheet as at June 30, 1997 and such statements of income and cash flows for the six months then ended, to normal year-end audit adjustments); (v) all related management letters from CML and its Consolidated Subsidiaries from their independent public accountants; (vi) the projected consolidated balance sheets and statements of profit and loss and statements of cash flow for the fiscal years 1997 through 2001 (the "Projections"); and (vii) the pro forma unaudited consolidated balance sheet and statements of operations for the fiscal year 1997, and prepared by the aforementioned firm Borrowers under the assumption that the Sylvania Acquisition had occurred at the beginning of accountants the respective periods covered by such statements and disclosed therein). No U.S. Loan Party has any material liabilities or material obligations reflecting estimated purchase price accounting adjustments are accurate and complete to the best of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPBorrowers' knowledge. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its audited consolidated balance sheet and statements of Holdings income, stockholders equity and its consolidated Subsidiaries cash flows (i) as of September 30, 2012 (including any notes thereto) (and for the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and fiscal year ended December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates2001, reported on by PricewaterhouseCoopers KPMG, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2002, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings 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 consolidated results absence of operations and consolidated cash flows footnotes in the case of Holdings and the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited pro forma consolidated balance sheet as of Holdings December 31, 2001, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements provided to the Lenders (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of October 27December 31, 20122001, as if the Transactions had occurred on such date. (c) Except as disclosed in the financial statements referred to above or the notes thereto, after giving effect to the Transactions, neither the Borrower nor any of its Subsidiaries has, as of the Effective Date, any material contingent or liquidated liabilities, unusual long-term commitments or unrealized losses. (d) The Borrower has prepared, and the related unaudited has heretofore furnished to each Lender, a copy of, annual projected consolidated balance sheets and statements of income and cash flows of Holdings the Borrower and its consolidated Subsidiaries for the four-fiscal month year period ended on ending December 31, 2006, giving effect to the transactions described therein (the "Projections"). The Projections disclose all assumptions made with respect to general economic, financial and market conditions used in formulating such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period Projections. As of the prior fiscal yearEffective Date, present fairly no facts exist that (individually or in all the aggregate) would require a material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as change in any of such dates (subject Projections. The Projections, if adjusted to conform to the absence Transactions, are based upon reasonable estimates and assumptions in light of footnotes the circumstances under which they were made, have been prepared on the basis of the assumptions stated therein and normal year-end adjustments) and reflect the consolidated reasonable estimates of the Borrower of the results of operations and consolidated cash flows of Holdings other information projected therein. (e) Except as set forth in Schedule 3.04 and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject except with respect to the absence of footnotes and normal year-end adjustments). All such financial statements have Transactions, since June 30, 2002, the Business has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising conducted only in the ordinary course of business 41 consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet practices, and none of the Borrower nor any of its Subsidiaries has (or in the notes theretoi) that is prepared in accordance with GAAP. (c) No event, change or condition has occurred that has hadincurred, or agreed to incur, material Indebtedness, (ii) experienced any damage, destruction or loss that, to the extent not covered by insurance, has had or reasonably would reasonably be expected to have, have a Material Adverse Effect, since (iii) declared, set aside or paid any dividend or other distribution (whether in cash, equity securities, interests or property) in respect of its equity securities, (iv) entered into any material Contractual Obligation involving any director, officer, manager, shareholder, member, employee of the Borrower, any of its Subsidiaries, or any Affiliates of any of the foregoing Persons, (v) granted or committed to grant to any director, officer, manager, member, employee or Affiliate of the Borrower, or any of its Subsidiaries any material increase in compensation or benefits, (vi) granted or committed to grant to any director, officer, manager, employee or Affiliate of the Borrower or any of its Subsidiaries any increase in or right to severance or termination pay or any other compensation or benefits payable upon a change in control of any such entity or (vii) taken any action that, if taken after the Effective DateDate hereof, reasonably would be expected to constitute a Default or Event of Default or have a Material Adverse Effect. (f) Since December 31, 2001, there has been no material adverse change in the business, assets, operations, prospects or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Company has heretofore furnished to the Lenders (i)(A) the consolidated balance sheet sheets and related statements of Holdings operations, shareholders’ equity and cash flows of the Company and its consolidated Subsidiaries as of September and for the fiscal years ended July 30, 2012 2011 and July 31, 2010, each audited by and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accounting firm, and (including any notes theretoB) (the “Pro Forma Balance Sheet” unaudited consolidated balance sheets and such daterelated statements of operations, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation shareholders’ equity and cash flows of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Company and its consolidated Subsidiaries as at of and for each of the Pro Forma Balance Sheet Datefiscal quarters and the portions of the fiscal year ended October 29, assuming that 2011, January 28, 2012 and April 28, 2012 and (ii)(A) the events specified consolidated balance sheets and related statements of operations and comprehensive income, stockholders’ equity and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal years ended January 28, 2012 and January 29, 2011, each audited by and accompanied by the unqualified opinion of Ernst & Young LLP, independent registered public accounting firm, and (B) the unaudited consolidated balance sheet and related statements of operations and cash flows of the Acquired Company and its consolidated subsidiaries as of and for the fiscal quarter ended April 28, 2012. 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 or the Acquired Company and its consolidated subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the preceding sentence had actually occurred at such datecase of the statements referred to in clauses (i)(B) and (ii)(B) above. (b) The audited Company has heretofore furnished to the Lenders a pro forma consolidated balance sheets sheet and related pro forma consolidated statement of Holdings operations of the Company and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended January 228, 20102012, January 1prepared giving effect to the Transactions as if the Transactions had occurred on such date, 2011in the case of such balance sheet, and December 31or at the beginning of such period, 2011, and in the related consolidated case of such statements of income operations. Such pro forma consolidated balance sheet and pro forma statements of cash flows of Holdings operations (i) have been prepared by the Company in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Confidential Information Memorandum (which assumptions are believed on the date hereof by the Company to be reasonable), (ii) are based on the best information available to the Company, (iii) accurately reflect all adjustments necessary to give effect to the Transactions and its consolidated Subsidiaries for the fiscal years ended on such dates(iv) present fairly, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects respects, the consolidated pro forma financial position and results of Holdings operations of the Company and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years period of 12 consecutive months ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27on January 28, 2012, and as if the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date, and date or at the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as beginning of such dates period, as the case may be. (subject to the absence of footnotes and normal year-end adjustmentsc) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended Except as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPConfidential Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, neither the Company nor any Subsidiary has, as of the Effective Date, any material contingent liabilities, material unusual long-term commitments or material unrealized losses. (cd) No Since July 30, 2011, there has been no event, change development or condition has occurred circumstance that has had, or would could reasonably be expected to have, a Material Adverse Effectmaterial adverse effect on the business, since assets, results of operations or financial condition of the Effective DateCompany, the Acquired Company and their respective subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30at December 31, 2012 2005 (including any the notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation Loans to be made and the New Senior Notes to be issued on the Closing Date and the use of proceeds thereof, (ii) the tender for and/or redemption of any or all of the TransactionsSecured Notes on or prior to the Closing Date, (iii) the payment of fees and expenses in connection with the foregoing, and (iv) exchanges of approximately $80,000,000 principal amount at maturity of certain Secured Notes for Equity Interests and repurchase of shares of Holdings’ Series B Preferred Stock for approximately $18,300,000. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed on the best information available to be reasonable Holdings and the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings Holdings, the Borrower and its consolidated Subsidiaries as at the Pro Forma Balance Sheet DateDecember 31, 2005, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2at December 31, 20102003, January 1December 31, 2011, 2004 and December 31, 20112005, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from KPMG LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of at such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2005 and the related unaudited consolidated statements of income and cash flows for the fiscal-month period year ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of such dates (subject to its operations and its consolidated cash flows for the absence of footnotes and normal year-end adjustments)year then ended. All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party None of Holdings, the Borrower or any of its Subsidiaries has any material Guarantees, contingent liabilities and liabilities for taxes, or material obligations 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 any kind whatsoeverderivatives, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, liabilities 2005 to and including the date hereof there has been no disposition by any of Holdings, the Borrower or obligations arising in the ordinary course any of its Subsidiaries of any material part of its business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPproperty. (c) No eventSince December 31, 2005, there has been no material adverse change in the business, assets, properties, liabilities (actual and contingent), operations or financial condition has occurred that has hadof Holdings, the Borrower and its Subsidiaries, taken as a whole (other than (i) as shall have been disclosed in Holdings’ and the Borrowers’ public filings with the Securities and Exchange Commission or would reasonably be expected (ii) as otherwise disclosed to havethe Lenders in writing, a Material Adverse Effect, since in each case prior to the Effective Dateeffective date of the Commitment Letter).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statement of Holdings income, stockholders equity and its consolidated Subsidiaries cash flows (i) as of September and for the year ending August 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates1997, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as of and for the period and the portion of the fiscal year ending March 14, 1998, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings 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 consolidated results absence of operations and consolidated cash flows footnotes in the case of Holdings and the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited pro forma consolidated balance sheet as of March 14, 1998, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Offering Memorandum for the Senior Unsecured Notes (which assumptions are believed by Holdings and the Borrower to be reasonable), (ii) is based on the best information available to Holdings and the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of October 27March 14, 2012, and 1998 as if the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or any of the Subsidiaries has, as of the Effective Date, any contingent liabilities, unusual long-term commitments or unrealized losses that is prepared in accordance with GAAP. (c) No event, change or condition has occurred that has had, or would could reasonably be expected to have, have a Material Adverse Effect. (d) Since August 30, since the Effective Date1997, there has not occurred any event, condition or circumstance that has had or could reasonably be expected to result in a Material Adverse Effect.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries the Borrower as of January 2at December 31, 2010, January 1, 2011, 2011 and December 31, 20112012, and the related consolidated statements of operations, of stockholders’ equity and comprehensive income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers and accompanied by an unqualified report from (with respect to the fiscal years ended December 31, 2011 and December 31, 2012) Xxxxx Xxxxxxxx LLP, independent public accountants, present fairly in all material respects the consolidated financial position condition of Holdings and its consolidated Subsidiaries as of the Borrower at such dates dates, and the consolidated results of operations its operations, its consolidated stockholders’ equity and comprehensive income and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. then ended. (b) The unaudited interim consolidated balance sheet of Holdings and its consolidated Subsidiaries the Borrower as of October 27at December 31, 2012, and the related unaudited interim consolidated statements of income operations and interim cash flows of Holdings and its consolidated Subsidiaries for the fiscal month quarterly period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as of at such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period then ended as of such dates (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party As of the Effective Date, neither the Borrower nor any Subsidiary has any material Guarantees, contingent liabilities and liabilities for taxes, or material obligations 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 any kind whatsoeverderivatives, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for that are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 31, liabilities 2013 to and including the date hereof there has been no Disposition by the Borrower or obligations arising in the ordinary course any Subsidiary of any material part of its business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPproperty. (c) No eventSince December 31, change 2012, there has been no event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or would could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings Audited Financial Statements and its consolidated Subsidiaries as of September 30the Unaudited Financial Statements present fairly, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such datein all material respects, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings Holdings, the Borrowers and its the Subsidiaries on a combined consolidated Subsidiaries basis as at of such dates and their results of operations and cash flows for the Pro Forma Balance Sheet Dateperiod covered thereby, assuming that and were prepared in accordance with GAAP consistently applied throughout the events specified period covered thereby except as otherwise expressly noted therein, subject to normal year-end audit adjustments and, in the preceding sentence had actually occurred at such datecase of the Unaudited Financial Statements, the absence of footnotes. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries Except as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for set forth in the financial statements referred to in this paragraphSection 3.04 and the Form 10, liabilities or obligations arising in since the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No Effective Date, no event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect; provided that, since solely for purposes of this Section 3.04(b), from and after the First Amendment Effective Date until December 31, 2020, the impacts of the COVID-19 pandemic on the business, operations, properties, assets, liabilities or condition (financial or otherwise) of Holdings, the Borrowers and the Restricted Subsidiaries, taken as a whole, that were disclosed (i) in reports filed by Holdings after the Effective DateDate but on or prior to the First Amendment Effective Date pursuant to Section 13 of the Securities Exchange Act of 1934, copies of which have been furnished to the Lenders prior to the First Amendment Effective Date (including by posting on the website of the SEC at xxxx://xxx.xxx.xxx) or (ii) in writing to the Lenders in the Lender Presentation distributed on May 20, 2020 (which included Holdings’ Consolidated Total Leverage Ratio covenant projections, Consolidated Interest Coverage Ratio covenant projections, a Covenant Forecast and Working Forecast Model) will be disregarded for purposes of determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Nosley has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, members’ equity and its consolidated Subsidiaries cash flows (A) as of September 30, 2012 (including any notes thereto) (and for the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and calendar year ended December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates2008, reported on by PricewaterhouseCoopers LLPDeloitte & Touche, independent public accountantsaccountants and (B) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by a Financial Officer of Nosley. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of Nosley and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with Tax Basis Accounting, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Xxxxx has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, partners’ equity and cash flows (A) as of and for the calendar year ended December 31, 2008, certified by a Financial Officer of Xxxxx and (B) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by a Financial Officer of Xxxxx. Such financial statements present fairly, in all material respects, the financial position and results of operations and consolidated cash flows of Holdings Xxxxx and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Consolidated Subsidiaries as of such dates (and for such periods in accordance with Tax Basis Accounting, subject to year-end adjustments and the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the case of the unaudited financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPstatements. (c) No (i) As of the Effective Date, there has been no event, change development or condition has occurred circumstance that has had, had or would could reasonably be expected to havehave an Effective Date Material Adverse Effect and (ii) at any time after the Effective Date as of which this representation and warranty is made or deemed made, there has been no event, development or circumstance since December 31, 2008 that has had or could reasonably be expected to have a Material Adverse Effect. (d) As of the date hereof, since the Effective DateBorrower and the Guarantors have no material Debt (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.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30No event, 2012 (including any notes thereto) (change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Restatement Effective Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income operations and comprehensive income, cash flows, and partners’ capital of cash flows of Holdings NTE LP and its consolidated Subsidiaries for the fiscal years ended on such datesDecember 31, 2011, December 31, 2012 and December 31, 2013 reported on by PricewaterhouseCoopers LLP, independent public accountants, accountants present fairly in all material respects the consolidated financial position of Holdings NTE LP and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings NTE LP and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings sheets and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of operations and comprehensive income and cash flows of Holdings NTE LP and its consolidated Subsidiaries for the fiscal month period quarters ended on such dateMarch 30, 2014 and June 30, 2014 and the corresponding consolidated statements of operations and comprehensive income and cash flows of Holdings NTE LP and its consolidated Subsidiaries for the corresponding period portion of the prior fiscal year, year ended as of such dates present fairly in all material respects the consolidated financial condition of Holdings NTE LP and its consolidated Subsidiaries as of such dates date and for such periods (subject to the absence of footnotes and normal year-end adjustments) ). The unaudited consolidated balance sheets and related consolidated statements of operations and comprehensive income and cash flows of NTE LP and its consolidated Subsidiaries for the months ended July 31, 2014 and August 31, 2014 and the consolidated results statements of operations and consolidated comprehensive income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period portion of the fiscal year ended as of such dates present fairly in all material respects the financial condition of NTE LP and its consolidated Subsidiaries as of such date and for such periods (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. As of the Restatement Effective Date, 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in 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 the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries the Borrower as of January 2December 31, 20102004, January 1December 31, 2011, 2005 and December 31, 2011, 2006 and the related consolidated statements of income operations and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG LLP or PricewaterhouseCoopers LLP, independent public accountantsas applicable, present fairly in all material respects the consolidated financial position condition of Holdings and its consolidated Subsidiaries the Borrower as of such dates dates, and the consolidated results of its operations and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such datesthen ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries the Borrower as of October 27June 30, 2012, 2007 and the related unaudited consolidated statements of income operations and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal six-month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, date present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as of such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscalsix-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments)then ended. All such financial statements have present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments. (b) The Borrower has heretofore furnished to the Lenders its projected pro forma consolidated balance sheet as of June 30, 2007 prepared giving effect to the Transactions as if such Transactions had occurred on such date. Such projected pro forma consolidated balance sheet has been prepared in accordance with GAAP applied consistently throughout good faith based on the periods involved (except as approved assumptions believed by the aforementioned firm of accountants and Borrower to be reasonable at the time prepared. (c) Except as disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the Closing Date, any contingent liabilities, unusual long-term commitments or unrealized losses that, individually or in accordance with GAAP. (c) No eventthe aggregate, change or condition has occurred that has had, or would could reasonably be expected excepted to have, result in a Material Adverse Effect. (d) Since December 31, since 2006, there has been no material adverse change in the Effective Datebusiness, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited Borrower has heretofore furnished to the Lenders (i) its consolidated balance sheets and the related consolidated statements of income and comprehensive income, changes in shareholders’ equity and cash flows as of and for the fiscal years ended September 30, 2009, September 30, 2010, and September 30, 2011, audited by and accompanied by the opinion of KPMG LLP, an independent registered public accounting firm, (ii) its consolidated balance sheet and related consolidated statement of income as of and for the fiscal quarter and the portion of the fiscal year ended December 31, 2011, certified by its chief financial officer, (iii) the combined balance sheets as of December 31, 2009, and December 31, 2010, and the related combined statements of operations, changes in stockholder’s equity and cash flows for the fiscal years ended December 31, 2008, December 31, 2009, and December 31, 2010, in each case of the Acquired Companies and their consolidated subsidiaries, audited by and accompanied by the opinion of Ernst & Young LLP, an independent registered public accounting firm, (iv) the combined balance sheet and related combined statement of income of the Acquired Companies and their consolidated subsidiaries as of and for the portion of the fiscal year ended September 30, 2011, certified by the chief financial officer of the Acquired Companies, (v) the consolidated balance sheets and related statements of income of each of its banking or broker-dealer Subsidiaries as of and for the fiscal quarter and the portion of the fiscal year ended December 31, 2011, and (vi) the consolidated balance sheets and related statements of income of each of the banking or broker-dealer subsidiaries of the Acquired Companies as of and for each of the fiscal quarters and the portion of the fiscal year ended March 31, 2011, June 30, 2011, and September 30, 2011. Such financial statements (and any additional financial statements delivered pursuant to Section 4.02(f)) present fairly, in all material respects, the financial position, results of operations and, where applicable, cash flows of the Borrower and its consolidated Subsidiaries and the Acquired Companies and their consolidated subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments and the absence of certain footnotes in the case of the statements referred to in clauses (ii), (iv), (v) and (vi) above; provided that, with respect to any such financial statements of the Acquired Companies and/or their consolidated subsidiaries, the foregoing representation is made only to the knowledge of the Borrower. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet and pro forma consolidated statement of Holdings income as of and for the 12-month period ended September 30, 2011, prepared giving effect to the Transactions as if the Transactions had occurred, with respect to such balance sheet, on such date and, with respect to such statement of income, on the first day of such period. Such pro forma consolidated financial statements have been prepared by the Borrower in good faith, based on the assumptions used to prepare the pro forma consolidated financial statements included in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the date hereof to be reasonable), and present fairly, in all material respects, the pro forma financial position and results of operations of the Borrower and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” such date and for such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (period as if such events the Transactions had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as or at the Pro Forma Balance Sheet Datebeginning of such period, assuming that as the events specified in the preceding sentence had actually occurred at such datecase may be. (bc) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2Borrower has heretofore furnished to the Lenders (i) the March 31, 20102011, January 1June 30, 2011, September 30, 2011, and December 31, 2011, quarterly FOCUS Reports of RJA, RJFS and MK and (ii) the related consolidated statements March 31, 2011, June 30, 2011, September 30, 2011, and December 31, 2011, quarterly Thrift Financial Reports of income RJ Bank. Each such FOCUS Report is correct and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly complete in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly conforms in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence applicable Exchange Act requirements and SEC rules and regulations; provided that, with respect to any such FOCUS Report of footnotes and normal year-end adjustments) and MK, the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject foregoing representation is made only to the absence knowledge of footnotes the Borrower. Each such Thrift Financial Report is correct and normal year-end adjustments). All such financial statements have been prepared complete in accordance all material respects and conforms in all material respects to the applicable OCC (or, for periods prior to July 21, 2011, the applicable Office of Thrift Supervision) rules and regulations. (d) Except in connection with GAAP applied consistently throughout the periods involved (except Acquisition and as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared Confidential Information Memorandum, as of the Funding Date, neither the Borrower nor any Subsidiary has any material contingent liabilities, unusual long term commitments or unrealized losses that, individually or in accordance with GAAP. (c) No eventthe aggregate, change or condition has occurred that has had, or would could reasonably be expected to have, result in a Material Adverse Effect. (e) Since September 30, since 2011, there has been no event or condition that has resulted, or could reasonably be expected to result, in a material adverse change in the Effective Datebusiness, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and the Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders equity and its consolidated Subsidiaries cash flows (i) as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years year ended on such datesOctober 29, 2004, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended July 29, 2005, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings 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 consolidated results absence of operations and consolidated cash flows footnotes in the case of Holdings and the statements referred to in clause (ii) above. (b) The Borrower shall furnish to the Lenders within five (5) Business Days after the date of this Agreement its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited pro forma consolidated balance sheet as of Holdings the Fourth Restatement Effective Date, prepared giving effect to the Effective date Transactions as if the Effective Date Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the information package distributed to the Lenders in September 2005 (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Effective Date Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited date of such proforma consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for balance sheet as if the fiscal month period ended Effective Date Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraphabove or the notes thereto and except for the Disclosed Matters, after giving effect to the Restatement Transactions and the other Effective Date Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the Fourth Restatement Effective Date, any material contingent liabilities, other than material contingent liabilities or obligations arising in the ordinary course of business consistent with past practice business, unusual long-term commitments or liabilities which unrealized losses that would not be required by GAAP to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPsuch financial statements. (cd) No eventSince October 29, 2004, there has been 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 Holdings, the Borrower and its Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders equity and cash flows (i) contained in its consolidated Subsidiaries Form 10-K as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years year ended on such dates2013 filed with the SEC, reported on with a report by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants, and (ii) as contained in its Form 10-Q as of and for each fiscal quarter and the portion of such fiscal year ended June 30, 2014 filed with the SEC. Such Financial Statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27periods in accordance with GAAP, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly Financial Statements. (b) Since December 31, 2013, (i) there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect and normal year-end adjustments(ii) and the consolidated results business of operations and consolidated cash flows of Holdings the Borrower and its consolidated Restricted Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have has been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising conducted only in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPbusiness practices. (c) No eventNeither the Borrower nor any Restricted Subsidiary has on the Fifth Amendment Effective Date any material Indebtedness (including Disqualified Capital Stock) or any contingent liabilities, change off-balance sheet liabilities or condition has occurred that has hadpartnerships, liabilities for taxes, unusual forward or would reasonably 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 and its Consolidated Subsidiaries furnished to the Lenders have been prepared in good faith by the Borrower and based upon assumptions believed by the Borrower to be expected reasonable at the time such projections were provided (and on the Effective Date in the case of forecasts provided prior to have, a Material Adverse Effect, since the Effective Date) (it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that actual results during the period(s) covered by such projections may differ from the projected results and that such differences may be material and that the Loan Parties make no representation that such projections will be realized).

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30April 3, 2012 2010 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of December 29, 2007, January 3, 2009, and January 2, 2010, January 1, 2011, and December 31, 2011, 2010 and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27April 3, 2012, 2010 and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal three-month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-year end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscalthree-month period ended as of such dates (subject to the absence of footnotes and normal year-year end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in 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 the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore delivered to the Lenders the following financial statements: (i) the audited consolidated balance sheet, statements of earnings, statements of stockholders’ equity, statements of cash flows and notes to consolidated financial statements of Holdings and the applicable Credit Parties as of and for fiscal years ended December 31, 2001, 2002 and 2003 respectively, accompanied by an opinion of Ernst & Young, LLP independent public accountants; (ii) the unaudited pro forma consolidated balance sheet and income statement to consolidated financial statements of Holdings and its consolidated Subsidiaries the applicable Credit Parties as of September 30and for the three-month period ended March 31, 2012 2004, certified by a Financial Officer of Holdings that such financial statements fairly present in all material respects (including any notes thereto) (subject, in the “Pro Forma Balance Sheet” case of such balance sheet as at March 31, 2004 and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows for the three months then ended, to normal year-end audit adjustments) the consolidated financial condition of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries applicable Credit Parties as of at such dates and the consolidated results of the operations and consolidated cash flows of Holdings and its consolidated Subsidiaries the applicable Credit Parties for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period periods ended on such date, dates and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in that all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements statements, including the related schedules thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved involved; and (iii) projected statements of cash flow for the Credit Parties for fiscal years 2004 through 2008. Such financial statements (except for any portion thereof which represents a projection or assumption as approved 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 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 in the case of such unaudited statements. Such pro forma statements were prepared by the aforementioned firm of accountants Credit Parties in good faith and disclosed therein)incorporate adjustments that were reasonable when made. No U.S. Loan Party 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) Since March 31, 2004, there has any material liabilities been no change in the business, assets, operations or material obligations of any kind whatsoevercondition, whether accrued, contingent, absolute, determined, determinable financial or otherwise, of the Credit Parties taken as a whole from that set forth in the March 31, 2004 unaudited consolidated financial statements referred to in clause (ii) of paragraph (a) above that has a Material Adverse Effect. (c) None of the Credit Parties has on the date hereof any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are 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 2002 and whether due 2003 and as at the end of the fiscal quarter ended on March 31, 2004, referred to above, as provided for in Schedule 4.4, or as otherwise expressly provided in this Agreement, or as referred to become due, other than liabilities or obligations reflected or provided for in the financial statements referred to described in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPSection 4.4. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries the Borrower as of January 2, 2010, January 1at December 31, 2011, December 31, 2010 and December 31, 20112009, and the related consolidated statements of operations, of stockholders’ equity and comprehensive income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from (with respect to the fiscal years ended December 31, 2011 and December 31, 2010) PricewaterhouseCoopers LLPLLP and (with respect to the fiscal year ended December 31, independent public accountants2009) Xxxxxx, Xxxxx & Xxxxxxxx, present fairly in all material respects the consolidated financial position condition of Holdings and its consolidated Subsidiaries as of the Borrower at such dates dates, and the consolidated results of operations its operations, its consolidated stockholders’ equity and comprehensive income and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. then ended. (b) The unaudited interim consolidated balance sheet of Holdings and its consolidated Subsidiaries the Borrower as of October 27at September 30, 2012, and the related unaudited interim consolidated statements of income operations and interim cash flows of Holdings and its consolidated Subsidiaries for the fiscal month quarterly period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings the Borrower and its consolidated Subsidiaries as of at such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period then ended as of such dates (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party As of the Effective Date, neither the Borrower nor any Subsidiary has any material Guarantees, contingent liabilities and liabilities for taxes, or material obligations 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 any kind whatsoeverderivatives, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, liabilities 2011 to and including the date hereof there has been no Disposition by the Borrower or obligations arising in the ordinary course any Subsidiary of any material part of its business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPproperty. (c) No eventSince December 31, change 2011, there has been no event or condition has occurred circumstance, either individually or in the aggregate, that has had, had or would could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which Credit Parties have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) delivered to the consummation of Lender the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated following financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.statements: (bi) The audited the consolidated balance sheets and statements of Holdings operations, shareholders' equity and its consolidated Subsidiaries cash flows of the Borrower and all Subsidiaries, as of January 2and for the fiscal years ended December 31, 2010, January 1, 20111999, and December 31, 20112000, and December 31, 2001, audited and accompanied by an opinion of the related Borrower's independent public accountants; (ii) the unaudited consolidated balance sheet and statements of income operations, shareholder's equity and of cash flows of Holdings the Borrower and its consolidated all Subsidiaries, as of and for the fiscal year-to-date period ended September 30, 2002, accompanied by a certificate of a Designated Financial Officer which certifies that such financial statements fairly present the financial condition of the Borrower and all Subsidiaries as at such date and the results of the operations of the Borrower and all Subsidiaries for the fiscal years period ended on such datesdate and that all such financial statements, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly including the related schedules and notes thereto have been prepared in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved involved, except as disclosed on SCHEDULE 5.4 of the Disclosure Schedules; and (iii) the projected booking, sales and net income for the Borrower and all Subsidiaries for fiscal year 2003. Except as disclosed on SCHEDULE 5.4 of the Disclosure Schedules, such financial statements (except for the projections) present fairly, in all material respects, the respective consolidated financial position and results of operations and cash flows of the Borrower and its Subsidiaries as approved of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such unaudited or PRO FORMA statements. The projections were prepared by the aforementioned firm Borrower in good faith and were based on assumptions that were reasonable when made. (b) Except as disclosed on SCHEDULE 5.4 of accountants and disclosed therein). No U.S. Loan Party the Disclosure Schedules, since June 30, 2002, there has any been no material liabilities adverse change in the business, assets, operations or material obligations of any kind whatsoevercondition, whether accrued, contingent, absolute, determined, determinable financial or otherwise, and whether due of the Credit Parties from that set forth in the June 30, 2002 financial statements referred to in clause (ii) of paragraph (a) above. (c) None of the Credit Parties has, on the date hereof, any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material, except as referred to become dueor reflected or provided for in the balance sheet for the fiscal year-to-date period ended September 30, other than liabilities 2002, referred to above, as provided for in SCHEDULE 5.4 of the Disclosure Schedules, or obligations as otherwise permitted pursuant to this Agreement, or as referred to or reflected or provided for in the financial statements referred to described in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPSection 5.4. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries the Borrower as of January 2December 31, 20102005, January 1December 31, 2011, 2006 and December 31, 2011, 2007 and the related consolidated statements of income operations and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by KPMG LLP or PricewaterhouseCoopers LLP, independent public accountantsas applicable, present fairly in all material respects the consolidated financial position condition of Holdings and its consolidated Subsidiaries the Borrower as of such dates dates, and the consolidated results of its operations and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such datesthen ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries the Borrower as of October 27March 31, 2012, 2008 and the related unaudited consolidated statements of income operations and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal three-month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, date present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries the Borrower as of such dates (subject to the absence of footnotes and normal year-end adjustments) date, and the consolidated results of its operations and its consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscalthree-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments)then ended. All such financial statements have present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower as of such dates and for such periods in accordance with GAAP, subject to normal year-end audit adjustments. (b) The Borrower has heretofore furnished to the Lenders its projected pro forma consolidated balance sheet as of March 31, 2008 prepared giving effect to the Transactions as if such Transactions had occurred on such date. Such projected pro forma consolidated balance sheet has been prepared in accordance with GAAP applied consistently throughout good faith based on the periods involved (except as approved assumptions believed by the aforementioned firm of accountants and Borrower to be reasonable at the time prepared. (c) Except as disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared Information Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the Closing Date, any contingent liabilities, unusual long-term commitments or unrealized losses that, individually or in accordance with GAAP. (c) No eventthe aggregate, change or condition has occurred that has had, or would could reasonably be expected excepted to have, result in a Material Adverse Effect. (d) Since December 31, since 2007, there has been no material adverse change in the Effective Datebusiness, assets, liabilities, financial condition or results of operations of Holdings, the Borrower and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders' equity and cash flows (i) as of and for the fiscal year ended December 31, 1997, reported on by Arthxx Xxxexxxx XXX, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 1998, 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 in the case of the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30March 31, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date1998, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (to the Restatement Transactions as if such events the Restatement Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon on the same assumptions used to prepare the pro forma financial statements included in the Restatement Information Memorandum (which assumptions are believed by the Borrower to be reasonable as of reasonable), (ii) is based on the date thereofbest information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Restatement Transactions and (iv) presents fairly on a fairly, in all material respects, the pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings Borrower and its consolidated Subsidiaries as of January 2March 31, 20101998, January 1as if the Restatement Transactions had occurred on such date. (c) The Borrower has heretofore furnished to the Lenders the consolidated balance sheet and statements of income, 2011, stockholders' equity and cash flows of Blessings as of and for the fiscal year ended December 31, 20111997, and included in the related consolidated statements report of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, present fairly in all material respects respects, the consolidated financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended Blessings, as of such dates. The unaudited consolidated balance sheet of Holdings date and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month such period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (cd) No eventSince December 31, 1997, there has been no material adverse change in the business, assets, results of operations, condition, financial or condition has occurred that has hadotherwise, or would reasonably be expected prospects of the Borrower and its Restricted Subsidiaries, taken as a whole (with the Acquisition being deemed to havehave occurred on December 31, a Material Adverse Effect1997, since for the Effective Datepurposes of this representation).

Financial Condition; No Material Adverse Change. (a) The unaudited Borrower has heretofore delivered to the Lenders the following financial statements: (i) the audited consolidated balance sheet, statements of earnings, statements of stockholders’ equity, statements of cash flows and notes to consolidated financial statements of Holdings and the applicable Credit Parties and Empire Burbank as of and for the fiscal year ended December 31, 2010, accompanied by an opinion of Deloitte & Touche independent public accountants; (ii) the pro forma unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30the Effective Time prepared by the Borrower under the assumption that the Transactions had been consummated; and (iii) projected statements of cash flow for the Credit Parties and Empire Burbank for fiscal years 2011 through 2015, 2012 which, for fiscal year 2011, were prepared on a quarterly basis. 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 notes theretofinancial projections and pro formas) (in the “Pro Forma Balance Sheet” and such dateBorrower’s opinion present fairly, in all material respects, the “Pro Forma Balance Sheet Date”), copies respective actual consolidated financial position and results of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation operations and cash flows of the Transactionsrespective 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 in the case of such unaudited statements. The Pro Forma Balance Sheet has been Such pro forma statements were prepared by the Credit Parties in good faith and incorporate adjustments that were reasonable when made. Such projections were prepared by the Credit Parties in good faith and were based upon on assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such dateCredit Parties believed were reasonable when made. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2Since December 31, 2010, January 1there has been no change in the business, 2011assets, operations or condition, financial or otherwise, of the Credit Parties and Empire Burbank taken as a whole from that set forth in the December 31, 20112010 audited consolidated financial statements referred to in clause (i) of paragraph (a) above that has a Material Adverse Effect. (c) None of the Credit Parties or Empire Burbank has on the date hereof any contingent liabilities, liabilities for taxes, long term leases or unusual forward or long-term commitments in each case that are material in relation to the Credit Parties and Empire Burbank taken as a whole, except as referred to or reflected or provided for in the related consolidated statements balance sheet as at the end of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years year ended on such datesin 2010 (or notes thereto), reported on by PricewaterhouseCoopers LLPreferred to above, independent public accountantsas provided for in Schedule 4.4, present fairly or as otherwise expressly provided in all material respects the consolidated financial position of Holdings and its consolidated Subsidiaries this Agreement, or as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject referred to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party has any material liabilities or material obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable reflected or otherwise, and whether due or to become due, other than liabilities or obligations provided for in the financial statements referred to described in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPSection 4.4. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated Borrower has heretofore furnished to the Lenders (i) its audited balance sheet and related statements of Holdings income or operations, stockholders equity and its consolidated Subsidiaries cash flows as of September 30, 2012 (including any notes thereto) (and for the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and fiscal year ended December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates2017, reported on by PricewaterhouseCoopers LLP, independent public accountants, Xxxxx Xxxxxxxx LLP (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such financial statements present fairly in all material respects the consolidated financial position condition and results of Holdings operations of the Borrower and its consolidated Consolidated Subsidiaries as of such dates date and for such period in accordance with GAAP consistently applied, (ii) the audited consolidated results financial statements of operations and consolidated cash flows of Holdings Blue Ridge and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries subsidiaries for the fiscal month period year ended December 31, 2017 reported on by BDO USA, LLP (without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such date, and audit) to the corresponding effect that such financial statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition and results of Holdings operations of Blue Ridge and its consolidated subsidiaries as of such date and for such period in accordance with GAAP consistently applied, (iii) the unaudited consolidated quarterly financial statements of each of the Borrower and its Consolidated Subsidiaries, and Blue Ridge and its consolidated subsidiaries for the fiscal quarter ended September 30, 2018, (iv) the unaudited pro forma financial statements of combined operations of the Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries for the fiscal year ended December 31, 2017, as if the Merger had been consummated on January 1, 2017, (v) the unaudited pro forma statement of combined operations of the Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries for the six months ended September 30, 2018, as if the Merger had been consummated on January 1, 2017 and (vi) the unaudited pro forma condensed combined balance sheet of the Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated subsidiaries as of September 30 2018, as if the Merger had been consummated on September 30, 2018. 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 (or Blue Ridge 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, reclassifications and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Since December 31, 2017, there has been no event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. No event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect is disclosed in the Borrower’s consolidated audited balance sheet and normal year-end adjustments) related statements of income or operations, stockholders equity and the consolidated results of operations and consolidated cash flows for the fiscal year ended December 31, 2017. No event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect is disclosed in the unaudited pro forma financial statements of Holdings combined operations of the Borrower and its Consolidated Subsidiaries and Blue Ridge and its consolidated Subsidiaries subsidiaries for the fiscal-month period fiscal year ended December 31, 2017, as of such dates (subject to if the absence of footnotes and normal year-end adjustments). All such financial statements have Merger had been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party has any material liabilities or material obligations of any kind whatsoeverconsummated on January 1, whether accrued, contingent, absolute, determined, determinable or otherwise, and whether due or to become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP2017. (c) No eventOn the date hereof, change neither the Borrower nor any Restricted Subsidiary has any material Debt (including Disqualified Capital Stock) or condition has occurred that has hadcontingent 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 or reflected or provided for in the Effective DateFinancial Statements.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Company or the Parent has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders equity and cash flows as of and for the fiscal year ended February 1, 2014 reported on by KPMG LLP, independent public accountants certified by a Financial Officer of the Company. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Parent and its consolidated Subsidiaries as of September 30such date and for such periods in accordance with GAAP. (b) The Company or the Parent has heretofore furnished to the Lenders (i) a consolidated balance sheet and statements of income, 2012 stockholders’ equity and cash flows for the Target Entity as of and for the fiscal year ended July 31, 2013 reported on by Ernst & Young LLP and (ii) unaudited consolidated balance sheets and statements of income, stockholders’ equity and cash flows for the Target Entity as of and for the fiscal quarters ended October 31, 2013 and January 31, 2014. Such financial statements, to the knowledge of the Company, present fairly, in all material respects, the financial position and results of operations and cash flows of the Target Entity and its consolidated Subsidiaries as of such date and for such periods in accordance with GAAP. (c) The Company or the Parent has heretofore furnished to the Lenders the unaudited pro forma consolidated financing statements of the Parent and its consolidated Subsidiaries as at February 1, 2014 (including any the notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet DateFinancial Statements”), copies of which Pro Forma Financial Statements have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the TransactionsTransactions and the use of proceeds thereof. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith faith, based upon assumptions believed by Parent to be reasonable as of the date of delivery thereof, and presents fairly present fairly, in all material respects, on a pro forma basis the estimated financial position of Holdings the Parent and its consolidated Subsidiaries as at the Pro Forma Balance Sheet DateFebruary 1, 2014, assuming that the events specified in the preceding sentence had have actually occurred at such applicable date. (bd) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January Since February 1, 20112014, and December 31there has been no material adverse change in the business, 2011assets, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated condition (financial position of Holdings and its consolidated Subsidiaries as of such dates and the consolidated results of or otherwise) or operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal yearGroup, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries taken as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPa whole. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders the combined balance sheet and statements of income, and Cash flows of Hawaiian Telcom Communications, Inc. and its Subsidiaries (i) as of and for the Fiscal Years ended December 31, 2008, December 31, 2007 and December 31, 2006, reported on by either Deloitte & Touche LLP or Ernst & Young LLP, independent registered public accountants, which, with respect to the Fiscal Years ending December 31, 2006 and December 31, 2007, were without qualification and (ii) unaudited consolidated financial statements of Hawaiian Telcom Communications, Inc. and its Subsidiaries for the 2009 Fiscal Year and (iii) unaudited interim consolidated financial statements of Hawaiian Telcom Communications, Inc. and its Subsidiaries for each fiscal month and Fiscal Quarter ended more than 45 days prior to the Effective Date as to which such financial statements are available (and for the comparable period of the preceding Fiscal Year). Such financial statements present fairly in all material respects, in accordance with GAAP, the financial condition and results of operations of Holdings, the Borrower and its Subsidiaries on a consolidated basis as of such date and for such period; such balance sheets and the notes thereto disclose all liabilities, direct or contingent, of Holdings, the Borrower and its Subsidiaries as of the date thereof required to be disclosed by GAAP; such financial statements were prepared in a manner consistent with GAAP (subject, in the case of the financial statements described in clause (ii) above, to normal year-end adjustments and the absence of footnotes). (b) The Borrower has heretofore furnished to the Lenders (x) the Disclosure Statement, which includes a pro forma consolidated balance sheet of Holdings Holdings, the Borrower and its consolidated Subsidiaries as of September 30March 31, 2012 2010 and (including any notes theretoy) (the “Pro Forma Balance Sheet” and such datea pro forma consolidated balance sheet of Holdings, the “Pro Forma Balance Sheet Date”)Borrower and its Subsidiaries as of December 31, copies of which have heretofore been furnished to 2009, in each Lendercase, has been prepared giving effect (to the Transactions as if such events Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon on the same assumptions used to prepare the Projections (which assumptions are believed by Holdings and the Borrower to be have been reasonable as of at the date thereoftime made) and (ii) presents fairly, and presents fairly on a in all material respects, the pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at Holdings, the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects the consolidated financial position of Holdings Borrower and its consolidated Subsidiaries as of such dates and date, as if the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries . (c) Except as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to above or the notes thereto and except as disclosed in this paragraphthe Disclosure Statement and the Plan of Reorganization, after giving effect to the Transactions, none of Holdings, the Borrower or its Subsidiaries has, as of the Effective Date, any material contingent liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPmaterial unusual long-term commitments. (cd) No eventSince August 23, 2009, other than with respect to matters set forth in the Projections, there has been no material adverse change in the business, operations or financial condition has occurred that has hadof Holdings, or would reasonably be expected to havethe Borrower and their Subsidiaries, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which Loan Parties have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) delivered to the consummation of Lenders the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated following financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.statements: (bi) The audited the consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income operations, shareholders’ equity and of cash flows of Holdings the Borrower and its consolidated all Subsidiaries of the Borrower, as of and for the fiscal years ended on such datesDecember 31, reported on 2017 and December 31, 2018, in each case, audited and accompanied by PricewaterhouseCoopers LLP, an opinion of the Borrower’s independent public accountantsaccountants (the “Audited Financial Statements”); (ii) the unaudited consolidated balance sheet and statements of operations, shareholders’ equity and cash flows of the Borrower and all Subsidiaries of the Borrower and all Subsidiaries of the Borrower, as of and for the fiscal year-to-date period ended March 31, 2019, certified by a Responsible Officer that such financial statements fairly present fairly in all material respects the consolidated financial position condition of Holdings the Borrower and its consolidated all Subsidiaries of the Borrower as of at such dates date and the consolidated results of the operations of the Borrower and consolidated cash flows all Subsidiaries of Holdings and its consolidated Subsidiaries the Borrower for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such datedate and that all such financial statements, including the related schedules and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly notes thereto have been prepared in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved involved, except as disclosed on Schedule 7.04; and (iii) the projected consolidated balance sheets, statements of operations and cash flows for the Borrower and all Subsidiaries of the Borrower on a quarterly basis for fiscal year 2019. Except as disclosed on Schedule 7.04, such financial statements (except for the projections) present fairly, in all material respects, the respective consolidated financial position and results of operations and cash flows of the respective entities as approved of such respective dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of such unaudited or pro forma statements. The projections were prepared by the aforementioned firm of accountants Borrower in good faith and were based on assumptions that the Borrower believed were reasonable when made, it being understood, that actual results during the periods covered thereby may differ from the projected results. (b) Except as disclosed therein). No U.S. Loan Party on Schedule 7.04, since December 31, 2018, there has any been no material liabilities adverse change in the business, assets, operations or material obligations of any kind whatsoevercondition, whether accrued, contingent, absolute, determined, determinable financial or otherwise, of the Loan Parties (taken as a whole) from that set forth in the December 31, 2018 financial statements referred to in clause (ii) of paragraph (a) above. (c) None of the Loan Parties has on the date hereof any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments in each case that are material and whether due would need to be disclosed on financial statements in accordance with GAAP, except (i) as referred to or to become due, other than liabilities reflected or obligations provided for in the financial statements referred to described in this paragraphSection 7.04, liabilities or obligations arising (ii) as provided for in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No event, change or condition has occurred that has hadSchedule 7.04 annexed hereto, or would reasonably be expected (iii) as otherwise permitted pursuant to have, a Material Adverse Effect, since the Effective Datethis Agreement.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Parent has heretofore furnished to the Lenders (i)(A) the audited consolidated balance sheet sheets and related consolidated statements of Holdings operationsearnings, shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of September and for the fiscal years ended February 1, 2014, February 2, 2013 and3, 2018, January 28, 2012,2017 and January 30, 2012 (including any notes thereto) (2016, each audited by and accompanied by the “Pro Forma Balance Sheet” and such dateunqualified opinion of Deloitte & Touche LLP, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereofindependent registered public accounting firm, and presents fairly on a pro forma basis (B) the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited unaudited consolidated balance sheets and related statements of Holdings operations, shareholders’ equity and cash flows of Parent and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, for each of the fiscal quarters and the portions of the fiscal year ended May 3, 2014 and May 4, 2013 and (ii)(A) the consolidated balance sheets and related consolidated statements of income operations and of comprehensive income, stockholders’ equity and cash flows of Holdings the Acquired Company and its consolidated Subsidiaries subsidiaries as of and for the fiscal years ended on such datesFebruary 1, reported on 2014, February 2, 2013 and January 28, 2012 and January 29, 2011, each audited by PricewaterhouseCoopers and accompanied by the unqualified opinion of Deloitte & Touche LLP, independent registered public accountantsaccounting firm, and (B) the unaudited consolidated balance sheet and related statements of operations and cash flows of the Acquired Company and its consolidated subsidiaries as of and for each of the fiscal quarters and the portions of the fiscal year ended May 3, 2014 and May 4, 2013.. Such financial statements (x) present fairly fairly, in all material respects, the financial position and results of operations and cash flows of Parent and its consolidated Subsidiaries or the Acquired Company and its consolidated subsidiaries, as the case may be, as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clauses (i)(B) and (ii)(B) above and (y) comply in all material respects with the requirements of Regulation S-X under the Securities Act. (b) Parent has heretofore furnished to the Lenders a pro forma consolidated financial position balance sheet and related pro forma consolidated statement of Holdings operations of the Parent and its consolidated Subsidiaries as of and for the period of 12 consecutive months ended May 3, 2013, prepared giving effect to the Transactions as if the Transactions had occurred on such dates date, in the case of such balance sheet, or at the beginning of such period, in the case of such statements of operations. Such pro forma consolidated balance sheet and pro forma statements of operations (i) have been prepared by Parent in good faith based on the consolidated same assumptions used to prepare the pro forma financial statements included in the Confidential Information Memorandum (which assumptions are believed on the date hereof by Parent to be reasonable), (ii) are based on the best information available to Parent, (iii) accurately reflect all adjustments necessary to give effect to the Transactions, (iv) present fairly, in all material respects, the pro forma financial position and results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings Parent and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period of 12 consecutive months ended on May 3, 2013, as if the Transactions had occurred on such datedate or at the beginning of such period, as the case may be and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly (v) comply in all material respects with the consolidated financial condition requirements of Holdings and its consolidated Subsidiaries as of such dates Regulation S-X under the Securities Act (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries except for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustmentspresented). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No Since February 1, 2014,3, 2018, there has been no event, change development or condition has occurred circumstance that has had, or would reasonably be expected to have, a Material Adverse EffectEffect on the business, since assets, results of operations or financial condition of Parent, the Effective DateAcquired Company and their respective subsidiaries and its Subsidiaries, taken as a whole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, stockholders equity and its consolidated Subsidiaries cash flows (i) as of and for the fiscal year ended September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates1998, reported on by PricewaterhouseCoopers KPMG Peat Marwick LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 1999, certified by its chief financial officer. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings 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 consolidated results absence of operations and consolidated cash flows footnotes in the case of Holdings and the statements referred to in clause (ii) above. (b) The Borrower has heretofore furnished to the Lenders its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited pro forma consolidated balance sheet as of Holdings March 31, 1999, prepared giving effect to the Transactions as if the Transactions had occurred on such date. Such pro forma consolidated balance sheet (i) has been prepared in good faith based on the same assumptions used to prepare the pro forma financial statements included in the Information Memorandum (which assumptions are believed by the Borrower to be reasonable), (ii) is based on the best information available to the Borrower after due inquiry, (iii) accurately reflects all adjustments necessary to give effect to the Transactions and (iv) presents fairly, in all material respects, the pro forma financial position of the Borrower and its consolidated Subsidiaries as of October 27March 31, 2012, and 1999 as if the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended Transactions had occurred on such date. (c) On the date hereof, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities above or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (notes thereto or in the notes thereto) that is prepared in accordance with GAAPInformation Memorandum and except for the Disclosed Matters, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has any material contingent liabilities, unusual long-term commitments or unrealized losses. (cd) No eventSince September 30, 1998, there has been no material adverse change in the business, assets, operations, prospects, financial condition or condition has occurred that has hadcontractual arrangements of the Borrower and its Subsidiaries, or would reasonably be expected to have, taken as a Material Adverse Effect, since the Effective Datewhole.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Borrower has heretofore delivered to the Lenders the following financial statements: (i) the audited consolidated balance sheet and statements of Holdings earnings (loss), stockholders' deficit and cash flows of the Holding Company and its consolidated Consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such datesDecember 31, reported on 1995 and 1996, 51 respectively, accompanied by PricewaterhouseCoopers an opinion of Deloitte & Touche LLP, independent public accountants; (ii) the audited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of Camping World and its Consolidated Subsidiaries as of and for the fiscal years ended September 30, 1995 and 1996, respectively, accompanied by an opinion of Deloitte & Touche LLP, independent public accountants; (iii) the unaudited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of Camping World and its Consolidated Subsidiaries as of and for the three-month period ended December 31, 1996, certified by the chief financial officer of Camping World that such financial statements fairly present fairly (subject, in all material respects the case of such balance sheet as at December 31, 1996 and such statements of income and cash flows for the three months then ended, to normal year-end audit adjustments) the consolidated financial position condition of Holdings Camping World and its consolidated Consolidated Subsidiaries as of at such dates and the consolidated results of the operations and consolidated cash flows of Holdings Camping World and its consolidated Consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period periods ended on such date, dates and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in that all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements statements, including the related schedules and notes thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved involved; (except iv) the audited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of Xxxxxx and its Consolidated Subsidiaries as approved of and for the fiscal years ended December 31, 1995 and 1996, respectively, accompanied by an opinion of Xxxxxx, Xxxxx, Weishair & Co., LLP, independent public accountants; and (v) the pro forma unaudited consolidated balance sheet and statements of operations for the fiscal year ended December 31, 1996, and prepared by the aforementioned firm Borrower under the assumption that the acquisitions of accountants Camping World and disclosed therein)Xxxxxx had occurred at the beginning of the respective periods covered by such statements and reflecting estimated purchase price accounting adjustments are accurate and complete in all material respects. No U.S. Loan Party has any Such financial statements present fairly, in all material liabilities respects, the respective actual or material obligations pro forma consolidated financial position and results of any kind whatsoeveroperations and cash flows of the respective entities as of such respective dates and for such periods in accordance with GAAP, whether accrued, contingent, absolute, determined, determinable or otherwise, subject to year-end audit adjustments and whether due or to become due, other than liabilities or obligations provided for the absence of footnotes in the case of such unaudited or pro forma statements. (b) Since December 31, 1996, there has been no material adverse change in the business, assets, operations or financial condition, of the Borrower and the Restricted Subsidiaries taken as a whole from that set forth in the pro forma consolidated financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course clause (v) of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet paragraph (or in the notes theretoa) that is prepared in accordance with GAAPabove. (c) No eventNone of the Credit Parties has on the date hereof any contingent liabilities, change liabilities for 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, except as referred to or would reasonably be expected reflected or provided for in the balance sheets as at December 31, 1996 referred to have, a Material Adverse Effect, since above or 52 as otherwise expressly provided in this Agreement or the Effective Datefinancial statements described in this Section 4.4.

Financial Condition; No Material Adverse Change. (a) The consolidated balance sheet and statements of income, stockholders equity and cash flows (including the notes thereto) of TWE 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 operations and cash flows of TWE and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP. (b) The unaudited consolidated balance sheet and statements of income, stockholders equity and cash flows of TWE and its consolidated Subsidiaries as of and for the nine months ended September 30, 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 of TWE and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP. (c) The audited consolidated balance sheet and statements of income, stockholders equity and cash flows (including the notes thereto) of Parent and its consolidated Subsidiaries as of and for the twelve months 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 operations and cash flows of Parent and its consolidated Subsidiaries, as of such date and for such period, in accordance with GAAP. (d) The unaudited pro forma consolidated balance sheet of Holdings TWE and its consolidated Subsidiaries as of at September 30, 2012 2002 (including any the notes thereto) (the “"Pro Forma Balance Sheet” ") and such datethe unaudited pro forma statements of income, stockholders equity and cash flows of TWE and its consolidated Subsidiaries for the “nine-month period ended September 30, 2002 (the "Pro Forma Balance Sheet Date”Income Statements"), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on September 30, 2002 in the case of the Pro Forma Balance Sheet, and on the first day of such datenine-month period, in the case of the Pro Forma Income Statements) to the consummation of the Transactionsrestructuring of TWE pursuant to the Restructuring Agreement. The Pro Forma Balance Sheet has and the Pro Forma Income Statements have been prepared in good faith based upon assumptions believed on the best information available to be reasonable TWE as of the date of delivery thereof, and presents fairly on a present fairly, in all material respects, the pro forma basis the estimated (i) financial position of Holdings TWE and its consolidated Subsidiaries as at September 30, 2002 assuming the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had restructuring of TWE actually occurred at on such date. date and (bii) The audited consolidated balance sheets results of Holdings operations and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings TWE and its consolidated Subsidiaries for the fiscal years ended nine-month period ending September 30, 2002, assuming that the restructuring of TWE had actually occurred on the first day of such datesperiod. (e) Since December 31, reported on by PricewaterhouseCoopers LLP2001 there has been no material adverse change in the business, independent public accountantsassets, present fairly in all material respects the consolidated operations or financial position condition of Holdings TWE and its consolidated Subsidiaries Subsidiaries, taken as a whole (excluding the write-down of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject goodwill pursuant to the absence application of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustmentsFinancial Accounting Standard Board Statement No. 142). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in 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 the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 Pro Forma Information (including any the notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the (i) consummation of the Transactions, (ii) the Loans and other extensions of credit hereunder to be made on the Effective Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet Information has been prepared in based on good faith based upon estimates and assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Datetime made, assuming it being recognized by the Lenders that such information as to future events are not to be viewed as facts and that actual results during the events specified in period or periods covered by any such projections may differ materially from the preceding sentence had actually occurred at such dateprojected results. (b) The Parent has heretofore furnished to the Lenders (i) audited consolidated combined balance sheets of Holdings the Parent and its consolidated Subsidiaries Subsidiaries, as of January 2each of the fiscal years ending on November 30, 20102013 and November 30, January 12014, 2011respectively, and December the notes thereto and the related combined statements of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries, for such respective fiscal years then ended, (ii) unaudited combined balance sheets of the Parent and its Subsidiaries, as of each of the fiscal quarters ending February 28, 2015 and May 31, 20112015, respectively, and the related consolidated combined statements of income operations, shareholders’ equity and of cash flows of Holdings the Parent and its consolidated Subsidiaries for such respective fiscal quarters then ended and (iii) unaudited combined balance sheets of the Parent and its Subsidiaries, as of each of the fiscal years ended on months ending after the applicable last fiscal quarter referred to in clause (ii) above and more than thirty (30) days prior to the Effective Date and the related combined statements of operations, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such datesapplicable fiscal months then ended. Such financial statements present fairly, reported on by PricewaterhouseCoopers LLP, independent public accountants, present fairly in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of the Parent and its consolidated Subsidiaries Subsidiaries, as of such dates and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27periods in accordance with GAAP, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to year-end audit adjustments and the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial case of the statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet clauses (or in the notes theretoii) that is prepared in accordance with GAAPand (iii) above. (c) No eventExcept as set forth on Schedule 3.04, since November 30, 2014, there has been no change in the business, assets, operations, prospects or condition has occurred that has hadcondition, financial or would otherwise, of the Loan Parties and their respective Subsidiaries, taken as a whole, which could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which Loan Parties have heretofore been furnished to each Lender, has been prepared giving effect the Lenders (as if such events had occurred on such datei) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings Parent and its consolidated Subsidiaries as of each of the Fiscal Years ended January 28, 2006, February 3, 2007 and February 2, 2010, January 1, 2011, 2008 and December 31, 2011, the notes thereto and the related consolidated statements of income operations, shareholders’ equity and of cash flows of Holdings Parent and its consolidated Subsidiaries for the fiscal years Fiscal Years then ended, (ii) unaudited consolidated balance sheets of Parent and its Subsidiaries as of the Fiscal Quarter ending May 3, 2008 and the related consolidated statements of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries for the Fiscal Quarter then ended on such datesand (iii) unaudited consolidated balance sheets of Parent and its Subsidiaries as of each of the Fiscal Months ending after the most recent Fiscal Quarter referred to in clause (ii) above and more than thirty (30) days prior to the Closing Date and the related consolidated statements of operations, reported on by PricewaterhouseCoopers LLPshareholders’ equity and cash flows of Parent and its Subsidiaries for the Fiscal Months then ended. Such financial statements present fairly, independent public accountants, present fairly in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of Parent and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year end audit adjustments and the absence of footnotes in the case of the statements referred to in clauses (ii) and (iii) above. (b) Parent has heretofore caused to be timely filed with the SEC (i) audited consolidated balance sheets of Parent and its Subsidiaries as of the Fiscal Year ended February 2, 2008 and the notes thereto and the related consolidated statements of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries for the Fiscal Year then ended and (ii) unaudited consolidated balance sheets of Parent and its Subsidiaries as of the Fiscal Quarter ended May 3, 2008 and the related consolidated statements of operations, shareholders’ equity and cash flows of Parent and its Subsidiaries for the Fiscal Quarter then ended. Such financial statements present fairly, in all material respects, the financial position and results of operations and consolidated cash flows of Holdings Parent and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of 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) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial case of the statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet clause (or in the notes theretoii) that is prepared in accordance with GAAPabove. (c) No eventSince February 2, 2008, there has been no change in the business, assets, operations, prospects or condition has occurred that has hadcondition, financial or would otherwise, of the Loan Parties and their Subsidiaries, taken as a whole, which could reasonably be expected to have, have a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders (i) audited consolidated financial statements of the Borrower and its consolidated subsidiaries consisting of audited consolidated balance sheets as of January 31, 2015 and January 31, 2016 and audited consolidated income statements and statements of stockholders’ equity and cash flows for each of the fiscal years of the Borrower ended January 31, 2014, January 31, 2015 and January 31, 2016, (ii) audited consolidated financial statements of the Target and its subsidiaries consisting of audited consolidated balance sheets as of December 31, 2014 and December 31, 2015 and audited consolidated statements of operations and comprehensive income (loss), statements cash flows and statements of stockholders’ equity for each of the fiscal years of the Target and its subsidiaries ended December 31, 2013, December 31, 2014 and December 31, 2015, (iii) unaudited pro forma interim consolidated financial statements of the Borrower and its consolidated subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of Holdings the Borrower and its consolidated Subsidiaries subsidiaries as of the last day of the fiscal quarter of the Borrower and its consolidated subsidiaries ended September 30, 2012 2016 and (including any notes theretoB) (the “Pro Forma Balance Sheet” an unaudited interim consolidated income statement, statement of cash flows and such date, the “Pro Forma Balance Sheet Date”), copies statement of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation stockholder’s equity of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable Borrower and its consolidated subsidiaries for the most recent six or nine month, as applicable, fiscal period of the Borrower and its consolidated subsidiaries ended September 30, 2016 and (iv) unaudited interim consolidated financial statements of the Target and its subsidiaries consisting of (A) an unaudited interim consolidated balance sheet of the Target and its subsidiaries as of the date thereoflast day of the fiscal quarter of the Target and its subsidiaries ended September 30, 2016 and presents fairly on a pro forma basis (B) an unaudited interim consolidated statement of operations and comprehensive income (loss), statement of cash flows and statement of stockholders’ equity of the estimated Target and its subsidiaries for the six or nine month, as applicable, fiscal period of the Target and its subsidiaries ended September 30, 2016. Such financial statements present fairly, in all material respects, the financial position and results of Holdings the Borrower and its consolidated Subsidiaries the Target, as at the Pro Forma Balance Sheet Dateapplicable, assuming that the events specified as of such dates and periods in accordance with GAAP, subject to normal year-end audit adjustments (all of which, when taken as a whole, would not be materially adverse) and, in the preceding sentence had actually occurred at such datecase of the statements referred to in clause (iii) and clause (iv), the absence of footnotes. (b) The audited consolidated balance sheets Borrower has heretofore furnished to the Lenders the Pro Forma Financial Statements (i) have been prepared in good faith by the Borrower based upon (x) the assumptions stated therein (which assumptions are believed by it on the date of Holdings delivery thereof and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, on the Effective Date to be reasonable) and December 31, 2011, (y) accounting principles consistent with the financial statements referred to in Section 3.04(a) and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates, reported on by PricewaterhouseCoopers LLP, independent public accountants, (ii) present fairly in all material respects the pro forma consolidated financial position and results of Holdings and its consolidated Subsidiaries operations of the Borrower as of such dates date and for such periods, assuming that the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the respective fiscal years ended as of Transactions had occurred at such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. 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 become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAP. (c) No Since January 31, 2016, no event, change or condition has occurred that has had, or would could reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma Nosley has heretofore furnished to the Lenders its consolidated balance sheet and statements of Holdings income, members’ equity and its consolidated Subsidiaries cash flows (A) as of September 30, 2012 (including any notes thereto) (and for the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and its consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and calendar year ended December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such dates2008, reported on by PricewaterhouseCoopers LLPDeloitte & Touche, independent public accountantsaccountants and (B) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by a Financial Officer of Nosley. Such financial statements present fairly fairly, in all material respects respects, the consolidated financial position and results of Holdings operations and cash flows of Nosley and its consolidated Consolidated Subsidiaries as of such dates and for such periods in accordance with Tax Basis Accounting, subject to year-end audit adjustments and the absence of footnotes in the case of the unaudited quarterly financial statements. (b) Xxxxx has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, partners’ equity and cash flows (A) as of and for the calendar year ended December 31, 2008, certified by a Financial Officer of Xxxxx and (B) as of and for the fiscal quarter and the portion of the fiscal year ended September 30, 2009, certified by a Financial Officer of Xxxxx. Such financial statements present fairly, in all material respects, the financial position and results of operations and consolidated cash flows of Holdings Xxxxx and its consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period ended on such date, and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Consolidated Subsidiaries as of such dates (and for such periods in accordance with Tax Basis Accounting, subject to year-end adjustments and the absence of footnotes in the case of the unaudited financial statements. (i) As of the Effective Date, there has been no event, development or circumstance that has had or could reasonably be expected to have an Effective Date Material Adverse Effect and normal year-end adjustments(ii) at any time after the Effective Date as of which this representation and warranty is made or deemed made, there has been no event, development or circumstance since December 31, 2008 that has had or could reasonably be expected to have a Material Adverse Effect. (d) As of the date hereof, the Borrower and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries Guarantors have no material Debt (including Disqualified Capital Stock) or any contingent liabilities, off-balance sheet liabilities or partnerships, liabilities for the fiscaltaxes, unusual forward or long-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (term commitments or unrealized or anticipated losses from any unfavorable commitments, except as approved by the aforementioned firm of accountants and disclosed therein). No U.S. Loan Party has any material liabilities referred to or material obligations of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable reflected or otherwise, and whether due or to become due, other than liabilities or obligations provided for in the financial statements referred to in this paragraph, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities which would not be required to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPFinancial Statements. (c) No event, change or condition has occurred that has had, or would reasonably be expected to have, a Material Adverse Effect, since the Effective Date.

Financial Condition; No Material Adverse Change. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2012 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have Borrower has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) delivered to the consummation of Lenders the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed to be reasonable as of the date thereof, and presents fairly on a pro forma basis the estimated following financial position of Holdings and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.statements: (bi) The the audited consolidated balance sheets and statements of Holdings earnings (loss), stockholders' deficit and cash flows of the Borrower and its consolidated Consolidated Subsidiaries as of January 2, 2010, January 1, 2011, and December 31, 2011, and the related consolidated statements of income and of cash flows of Holdings and its consolidated Subsidiaries for the fiscal years ended on such datesDecember 31, reported on 1995, December 31, 1996 and December 31, 1997, respectively, accompanied by PricewaterhouseCoopers opinions of Xxxxxx Xxxxxxxx LLP, independent public accountants; (ii) the unaudited consolidated balance sheet and statements of earnings (loss), stockholders' deficit and cash flows of the Borrower and its Consolidated Subsidiaries as of and for the three-month period ended March 31, 1998 prepared by management of the Borrower, which financial statements fairly present fairly (subject, in all material respects the case of such balance sheet as at March 31, 1998 and such statements of income and cash flows for the three months then ended, to normal year-end audit adjustments) the consolidated financial position condition of Holdings the Borrower and its consolidated Consolidated Subsidiaries as of at such dates and the consolidated results of the operations and consolidated cash flows of Holdings the Borrower and its consolidated Consolidated Subsidiaries for the respective fiscal years ended as of such dates. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of October 27, 2012, and the related unaudited consolidated statements of income and cash flows of Holdings and its consolidated Subsidiaries for the fiscal month period periods ended on such date, dates and the corresponding statements of income and cash flows of Holdings and its consolidated Subsidiaries for the corresponding period of the prior fiscal year, present fairly in that all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as of such dates (subject to the absence of footnotes and normal year-end adjustments) and the consolidated results of operations and consolidated cash flows of Holdings and its consolidated Subsidiaries for the fiscal-month period ended as of such dates (subject to the absence of footnotes and normal year-end adjustments). All such financial statements statements, including the related schedules thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved involved; and (iii) the projected consolidated balance sheets and statements of profit and loss and statements of cash flows of the Credit Parties for the fiscal years ended December 31, 1998 through December 31, 2002. Such financial statements (except for the projections) present fairly, in all material respects, the respective actual consolidated financial position and results of operations and cash flows of the respective entities as approved of such respective dates and for such periods in accordance with GAAP, subject to year- end audit adjustments and the absence of footnotes in the case of such unaudited statements. Such projections were prepared by the aforementioned firm of accountants Borrower in good faith and disclosed therein). No U.S. Loan Party were based on assumptions which were reasonable when made. (b) Since December 31, 1997, there has any been no material liabilities adverse change in the business, assets, operations, prospects or material obligations of any kind whatsoevercondition, whether accrued, contingent, absolute, determined, determinable financial or otherwise, of the Borrower and whether due or to become due, other than liabilities or obligations provided for its Consolidated Subsidiaries taken as a whole from that set forth in the consolidated financial statements referred to in this paragraphclause (i) of paragraph (a) above, liabilities or obligations arising in the ordinary course of business consistent with past practice or liabilities nor any event which would not could reasonably be required expected to be disclosed in an audited balance sheet (or in the notes thereto) that is prepared in accordance with GAAPhave a Material Adverse Effect. (c) No eventNone of the Credit Parties has on the date hereof any contingent liabilities, change liabilities for 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, except as referred to or would reasonably be expected reflected or provided for in the balance sheet as at December 31, 1997 referred to have, a Material Adverse Effect, since above or as otherwise expressly provided in this Agreement or the Effective Datefinancial statements described in this Section 4.4 or otherwise provided pursuant to this Agreement.