Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower MLP and its consolidated Subsidiaries as at January 31September 30, 2010 2012 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransactions, (ii) or at the beginning Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower MLP as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower the MLP and its consolidated Subsidiaries as at January 31of September 30, 20102012, assuming that the events specified in the preceding sentence had actually occurred at such datedate (subject to normal year-end audit adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the Borrower MLP as at February 3, 2008, February 1, 2009 and January of December 31, 20102009, December 31, 2010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower MLP and its consolidated Subsidiaries as at of such 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 the Borrower MLP and its Subsidiaries as at January 31of September 30, 20102012, and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower MLP and its consolidated Subsidiaries as at of such date, and the consolidated results of its operations and its consolidated cash flows for the twelvenine-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma Each of (i) the audited consolidated balance sheet of the Borrower Acquired Business and its consolidated Subsidiaries as at January dated December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 20102012, and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Years Year ended on such dates, reported on by that date and accompanied by an unqualified report from Ernst & Young LLP, present fairly (ii) the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited interim consolidated balance sheet of the Borrower as at January 31Acquired Business and its Subsidiaries dated June 30, 2010, 2013 and the related unaudited consolidated statements of income income, shareholders’ equity and cash flows for the twelve-month period ended six fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on such date, a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present fairly in all material respects the consolidated financial condition position of the Borrower Company and its consolidated subsidiaries as at such date, the respective dates thereof and the their consolidated results of its operations and its consolidated cash flows for the twelve-month period respective periods then ended (subject subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statementsadjustments and to any other adjustments described therein, including the related schedules and in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, have been 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP applied consistently throughout GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee ObligationsEffective Date, have no other contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate commitments except for contingent liabilities or foreign currency swap liabilities for long-term leases or exchange transaction unusual forward or other obligation in respect of derivatives, long-term commitments that are not reflected or reserved against in the most recent financial statements referred to in this paragraph. During Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyprojected results.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31September 30, 2010 (including the notes thereto) 2012 (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransactions, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds permitted under Section 8.15 thereof and (iii) the period (payment of fees and expenses on the Closing Date in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to 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 Borrower Holdings and its consolidated Subsidiaries as at January 31September 30, 2010, 2012 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102011, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such datesDecember 31, 2011, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has has, as of the Closing Date after giving effect to the Transactions and excluding obligations under the Loan Documents, any material Guarantee Obligations, contingent liabilities and liabilities for taxesliabilities, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. Each Obligor has heretofore delivered to the Lenders the following financial statements and information: (a) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at January 31, 2010 for the Fiscal Years 2005 through 2008 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31"), 2010, copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred on such date) to (i) the occurrence of the Effective Time (as of such date (defined in the case Merger Agreement), (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the Pro Forma Balance Sheet) or at payment of fees and expenses in connection with the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been was prepared in good faith based on upon assumptions believed to be reasonable at the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010time made, assuming that the events specified in the preceding sentence had actually occurred at such date. (bi) The audited consolidated balance sheets of the Borrower US Airways and Guarantor as at February 3, 2008, February 1, 2009 and January December 31, 20102004 and the related consolidated statements of income, stockholders' equity and cash flows of US Airways and Guarantor for the Fiscal Year then ended, (ii) the unaudited consolidated balance sheets of US Airways and Guarantor as at June 30, 2005 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of US Airways and Guarantor for the six months then ended, and (iii) audited consolidated balance sheets of AWA Holdings and America West as at December 31, 2004, and the related consolidated statements of income income, stockholders' equity and of cash flows of AWA Holdings and America West for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such dateYear then ended, and (iv) the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet sheets of the Borrower AWA Holdings and America West as at January 31June 30, 2010, 2005 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of AWA Holdings and America West for the twelve-month period ended on six months then ended. All such date, consolidated statements were prepared in conformity with GAAP and fairly present fairly the consolidated financial condition position of the Borrower applicable Obligor as at such date, the respective dates thereof and the consolidated results of its operations and its consolidated cash flows of such Obligor for each of the twelve-month period periods then ended (subject subject, in the case of the unaudited consolidated statements, to normal year-end audit and adjustments). All such financial statementsExcept as disclosed in writing to the Loan Agent prior to the date of this Agreement, 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 Group Member neither Obligor has any material Guarantee Obligations, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, commitment (A) that are is not reflected in the most recent foregoing consolidated financial statements referred (or, in the case of the Borrowers, in the most recently delivered consolidated financial statements delivered pursuant to Section 5.1) or the notes thereto and (B) which in this paragraph. During any such case would result in a Material Adverse Effect. (c) After giving effect to the period from January Consummation of the Plan, (i) the Obligors taken as a whole are or were Solvent on the First Funding Date after giving effect to the Borrowings on such date, and (ii) no Obligor has any material liability, including reasonably likely contingent liability or liability for taxes, long-term lease or any unusual forward or long-term commitment of a type required to be reflected in financial statements prepared in conformity with GAAP, that is not taken into account in the preparation of the annual report on Form 10-K for the fiscal year ended December 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member 2004 of any material part of its business or propertysuch Reporting Obligor.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31June 30, 2010 2009 (including the notes thereto) (the “Holdings Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of such date on June 30, 2009) to (in i) the case consummation of the Pro Forma Balance SheetTransactions, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the period payment of fees and expenses in connection with the foregoing and (in iv) material acquisitions consummated during the case last two fiscal years of the other financial statements)Holdings. The Holdings Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower Holdings and its consolidated Subsidiaries as at January 31June 30, 20102009, assuming that the events specified in the preceding sentence had actually occurred at on such date. , prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended (bthe “Securities Act”). The unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the three-month period ended June 30, 2009 (including the notes thereto) The audited consolidated balance sheets (the “Holdings Pro Forma Income Statement”; collectively with the Holdings Pro Forma Balance Sheet, the “Holdings Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such three-month period) to (i) the consummation of the Borrower Transactions, (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 Holdings Pro Forma Income Statement has been prepared based on the best information available to Holdings as at February 3, 2008, February 1, 2009 and January 31, 2010of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the estimated consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such dateJune 30, 2009 and the consolidated results of its their operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal yearassuming that the events specified in the preceding sentence had actually occurred on the first day of such three-end audit adjustments). All such financial statementsmonth period, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout Regulation S-X under the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertySecurities Act.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31June 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2014 and the related pro forma consolidated statement statements of income and cash flows of the Borrower and its consolidated Subsidiaries (collectively, the “Pro Forma Statement of IncomeFinancial Statements”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans and other extensions of such date credit to be made hereunder on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to 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 condition of Borrower and its consolidated Subsidiaries as at January 31June 30, 20102014 (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102011, December 29, 2012 and December 28, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31May 1, 20102014, and the related unaudited consolidated statements of income and cash flows for the twelve17-month week period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve17-month week period then ended (subject to normal year-end audit adjustments). All such financial 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 thereintherein and subject, in the case of any such unaudited financial statements to normal year end audit adjustments and the absence of notes). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January March 31, 2010 2014 to and including the date hereof, hereof there has been no Disposition by any Group Member the Borrower of any material part of its business or propertyProperty (other than any Disposition permitted by Section 6.5).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31of the Fiscal Quarter ended June 30, 2010 (including 2018 and related statement of income for the notes thereto) four Fiscal Quarter period ended on such date (the “Pro Forma Balance SheetFinancial Information”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as (x) on the first day of such date (the respective period, in the case of the Pro Forma Balance Sheetstatement of income, and (y) or at on the beginning last day of the period (such period, in the case of the other financial statements)consolidated balance sheet) to (i) the consummation of the Transactions occurring on the Original Closing Date, (ii) the Loans to be made on the Original Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses on the Original Closing Date in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and Financial Information presents fairly in all material respects on a pro forma basis (x) in the estimated case of the pro forma consolidated balance sheet, the financial position condition of Borrower Holdings and its consolidated Subsidiaries as at January 31of the last day of the Fiscal Quarter ended June 30, 2010, 2018 assuming that the events specified in the preceding sentence had actually occurred at such datedate and (y) in the case of the related statement of income, the estimated results of operations of Holdings and its Subsidiaries for the four Fiscal Quarter period ended June 30, 2018 assuming that the events specified in the preceding sentence had actually occurred on the first day of such period. (bi) The audited consolidated balance sheets of the Borrower First Acquired Business as at February 3the last day of Fiscal Years 2015, 2008, February 1, 2009 2016 and January 31, 20102017, and the related consolidated statements of income income, stockholders’ equity and of cash flows of the First Acquired Business for the Fiscal Years ended on such dates2015, reported on by 2016 and accompanied by an unqualified report from Ernst & Young LLP2017, (ii) the unaudited consolidated balance sheet of the First Acquired Business for the Fiscal Quarters ending March 31, 2018 and June 30, 2018 and related statements of income, (iii) the audited consolidated balance sheets of the Second Acquired Business as at the last day of Fiscal Years 2015, 2016 and 2017, and the related consolidated statements of income, stockholders’ equity and cash flows of the Second Acquired Business for the Fiscal Years 2015, 2016 and 2017 and (iv) the unaudited consolidated balance sheet of the Second Acquired Business for the Fiscal Quarters ending March 31, 2018 and June 30, 2018 and related statements of income, in each case, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower First Acquired Business or Second Acquired Business, as applicable, as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years Year then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently throughout the periods involved (except as approved by for the aforementioned firm lack of accountants footnotes and disclosed thereinbeing subject to year-end adjustments). No Group Member has To the knowledge of the Loan Parties none of Holdings or any of its Restricted Subsidiaries has, as of the Original Closing Date after giving effect to the Transactions occurring on the Original Closing Date and excluding obligations under the Loan Documents, any material Guarantee Obligationsliabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent liabilities or otherwise and liabilities for taxes, whether or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that not due) which are not reflected in the most recent financial statements referred to in this paragraph. During paragraph as a result of any change, event, development, circumstance, condition or effect during the period from January December 31, 2010 2017 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyOriginal Closing Date.

Financial Condition. (a) The unaudited pro forma Each of (i) the audited consolidated balance sheet financial statements of the Borrower Company and its consolidated Subsidiaries as at January dated December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 20102020, and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Years Year ended on such datesthat date, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly independent public accountants and (ii) the unaudited consolidated financial condition statements of the Borrower as at such date, and the consolidated results of its operations Company and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31Subsidiaries dated June 30, 20102021, and the related unaudited consolidated statements of income income, shareholders’ equity and cash flows for the twelve-month period ended on that date: (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject, in the case of such dateunaudited financial statements, to ordinary, good faith year end and audit adjustments and the absence of footnote disclosure; (ii) fairly present fairly in all material respects the consolidated financial condition condition, results of operations, cash flows and changes in shareholders’ equity of the Borrower Company and its Subsidiaries as at such date, of the date thereof and the consolidated results of its operations for the period covered thereby; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated cash flows for Subsidiaries as of the twelve-month period then ended date thereof. (subject b) Each of (x) the December 31, 2020 Annual Statement of each Insurance Subsidiary and (y) the June 30, 2021 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-end audit adjustments; and (ii) were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and changes in Capital and Surplus of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities). All , no Insurance Subsidiary had, as of the date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in such Historical Statutory Statement. (c) The financial statementsprojections, including budgets and estimates are as to future events provided to the related schedules and notes thereto, Agent prior to the date hereof have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith based upon assumptions that are believed by the aforementioned firm of accountants preparer thereof to be reasonable at the time that they are provided to the Agent, it being understood and disclosed therein). No Group Member has any material Guarantee Obligationsagreed that (i) financial projections, contingent liabilities budgets and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that estimates are as to future events and are not reflected in to be viewed as facts, (ii) financial projections, budgets and estimates are subject to significant uncertainties and contingencies, many of which are beyond the most recent Company’s control, (iii) no assurance can be given that any particular financial statements referred to in this paragraph. During projections, budgets or estimates will be realized and (iv) actual results during the period or periods covered by any such projections, budgets or estimates may differ significantly from January the projected, budgeted or estimated results and such differences may be material. (d) Since December 31, 2010 to and including the date hereof2020, there has been no Disposition by any Group Member material adverse change in the business, properties, results of any material part operations or financial condition of the Company and its business or propertySubsidiaries, taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, Financial Statements have been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made on the Closing Date and the use of such date proceeds thereof, and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries the Group Members as at January 31, 2010, of the period covered thereby assuming that the events specified in the preceding sentence had actually occurred at such date, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheets of the Borrower Group Members as at February 3, 2008, February 1, 2009 and January of December 31, 20102019 and December 31, 2018, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of the Borrower Group Members as at January 31September 30, 2010, 2020 and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvenine-month period then ended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial 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 auditing accounting firm of accountants and disclosed thereintherein and with the exception that the unaudited financial statements may not contain all footnotes required by GAAP). No Group Member has has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for past due taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2019 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended September 30, 2020 (the “Pro Forma Statement of IncomeFinancial Statements”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheetbalance sheet) or at the beginning of the such period (in the case of the other financial statementsstatement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith and are based on the best information available to assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position condition and results of operations of Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at January 31September 30, 20102020, assuming that the events specified in the preceding sentence had actually occurred at such datedate or at the beginning of such period, as applicable. (b) The audited consolidated balance sheets sheet of the Borrower and its consolidated Restricted Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102019, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at January March 31, 20102020, June 30, 2020 and September 30, 2020, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the twelvethree-month period periods ended on such datedates, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the twelvethree-month period periods then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, except that are not reflected in the most recent interim financial statements referred are subject to in this paragraph. During year-end adjustments and the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member absence of any material part of its business or propertyfootnotes.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated subsidiaries as at February January 3, 2008, February 1, 2009 and January 31, 20102009, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLP, Holdings' independent auditor (such auditor to be a nationally recognized auditing firm) present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Holdings and its consolidated subsidiaries as at January 31October 4, 20102009, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month quarterly period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 the date of the most recent audited consolidated balance sheet delivered pursuant to this Section 5.01(a) to and including the date hereofClosing Date, there has been no Disposition by any Group Member Holdings of any material part of its business or propertyproperty except for the sale of all of the issued and outstanding equity securities of C & H Packaging, Inc., a Wisconsin corporation, pursuant to the terms of that certain Stock Purchase Agreement dated December 18, 2009. Without limiting the foregoing, on the Closing Date the AIG Credit Support and the other Fox River Indemnity Arrangements remain in full force and effect as described in Holdings' Form 10-K filing for the fiscal year ended January 3, 2009. (b) The unaudited and unadjusted consolidated balance sheet of Holdings and its consolidated Subsidiaries as at January 2, 2010, and the related unaudited unadjusted consolidated statements of income and cash flows for the twelve-month period 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 its operations and its consolidated cash flows for the twelve-month period then ended (subject to year-end audit adjustments). The unaudited and unadjusted financial statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year-end audit adjustments and the absence of footnotes).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Restricted Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102015, 2016 and 2017, and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended December 31, 2015, 2016 and 2017, reported on by and accompanied by reports thereon of PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of the Borrower and its Subsidiaries as at such dates, and the consolidated results of operations and consolidated cash flows of the Borrower and its Subsidiaries for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2018, June 30, 2018, and September 30, 2018, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPrespective fiscal quarters then ended, present fairly in all material respects the consolidated financial condition position of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal quarters then ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein, and, in the case of the unaudited financial statements, subject to normal period-end adjustments and the absence of footnotes). (b) The audited consolidated balance sheets of the Target and its Subsidiaries as at March 31, 2016, 2017 and 2018 and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2016 reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP and the related consolidated statements of income, stockholder’s equity and cash flows for the fiscal years ended March 31, 2017 and 2018, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, to the knowledge of the Borrower, present fairly in all material respects the consolidated financial position of the Target and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet sheets of the Borrower Target and its Subsidiaries as at January 31June 30, 20102018 and September 30, 2018 and the related unaudited consolidated statements of income income, stockholder’s equity and cash flows for the twelve-month period ended on such daterespective fiscal quarters then ended, present fairly in all material respects the consolidated financial condition position of the Borrower Target and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period respective fiscal quarters then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and any 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxesand, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent case of the unaudited financial statements referred statements, subject to in this paragraph. During normal period-end adjustments and the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member absence of any material part of its business or propertyfootnotes).

Financial Condition. (a) The unaudited pro forma Each of (i) the audited consolidated balance sheet of the Borrower Acquired BusinessHoldings and its consolidated Subsidiaries as at January dated December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 201020126 , and the related audited consolidated statements of income or operations, shareholders’ equity and of cash flows for the Fiscal Years Year ended on such dates, reported on by that date and accompanied by an unqualified report from Ernst & Young LLP, present fairly (ii) the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited interim consolidated balance sheet of the Borrower as at January 31Acquired BusinessHoldings and its Subsidiaries dated JuneSeptember 30, 2010, 20137 and the related unaudited consolidated statements of income income, shareholders’ equity and cash flows for the twelve-month period ended sixnine fiscal months then ended, in each case, as attached hereto as Schedule 5.11(a): (i) were prepared in accordance with GAAP (except, in the case of unaudited statements, as permitted by the rules and regulations of the SEC) applied on such date, a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto); and (ii) fairly present fairly in all material respects the consolidated financial condition position of the Borrower Company and its consolidated subsidiaries as at such date, the respective dates thereof and the their consolidated results of its operations and its consolidated cash flows for the twelve-month period respective periods then ended (subject subject, in the case of unaudited statements, to normal year-end audit adjustments). All such financial statementsadjustments and to any other adjustments described therein, including the related schedules and in any notes thereto). (b) The pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries dated June 30, have been 2013 delivered on the Effective Date and attached hereto as Schedule 5.11(b) was prepared by Holdings giving pro forma effect to the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of the Acquired Business and its Subsidiaries dated June 30, 2013, and was prepared in accordance with GAAP applied consistently throughout GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP.[Reserved.] (c) Since December 31, 20126, there has been no Material Adverse Effect. (d) The Loan Parties and their Subsidiaries (i) have no Indebtedness other than Indebtedness permitted pursuant to Section 7.05 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 7.09 and (ii) as of the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee ObligationsSecond Amendment Effective Date, have no other contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate commitments except for contingent liabilities or foreign currency swap liabilities for long-term leases or exchange transaction unusual forward or other obligation in respect of derivatives, long-term commitments that are not reflected or reserved against in the most recent financial statements referred to in this paragraph. During Section 5.11(a) or the notes thereto and which in any such case are material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Loan Parties and their respective Subsidiaries. (e) All financial performance projections delivered to the Administrative Agent, including the financial performance projections delivered on the Effective Date and attached hereto as Schedule 5.11(e), represent the Parent Borrower’s best good faith estimate of future financial performance and are based on assumptions believed by the Parent Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by the Administrative Agent and the Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyprojected results.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at January 31June 30, 2010 (including the notes thereto) 2011 (the “Pro Forma Balance Sheet”) and the related unaudited pro forma consolidated income statement of income of the Borrower Parent and its consolidated Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Statement of IncomeIncome Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the 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 and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the 12-month period ending fiscal years ended on January such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 20102011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each LenderLender (if disclosed in the SEC Filings, have been prepared giving effect such statements are deemed furnished to the Transactions as if such events had occurred as of such date Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the Pro Forma Balance Sheetabsence of footnotes) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated consolidated financial position of Borrower Parent and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its their operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelvefiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-month period ended on such date, present fairly end adjustments and the absence of footnotes) the consolidated financial condition position of the Borrower Acquired Business and its Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the twelve-month period fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (subject to normal year-end audit adjustmentsiv). All such financial statements, including the related schedules and notes theretoportion of the fiscal year through March 31, have been prepared 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed noted therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its consolidated Subsidiaries as at January 31of and for the twelve-month period ending on September 30, 2010 2018 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheetbalance sheet) or at the beginning of the such period (in the case of the other financial statementsstatement of income)) to the consummation of the Filtration Acquisition and the incurrence of Indebtedness in connection therewith. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on information believed by the best information available to the Parent Borrower as of the date of delivery thereofthereof to be reasonable, and presents present fairly on a pro forma basis in all material respects the estimated financial position of Parent Borrower and its consolidated Subsidiaries as at January 31of September 30, 20102018, assuming that the events specified in the preceding sentence had actually occurred at such datedate or at the beginning of such period, as applicable. (b) The audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 2010, 2016 and 2017 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such datesDecember 31, 2015, 2016 and 2017, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its Subsidiaries as at such dates, 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 the Parent Borrower and its Subsidiaries as at September 30, 2018 and the related consolidated statements of income and of cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvenine-month period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein; provided that the unaudited financial statements need not contain footnotes). (c) The unaudited combined balance sheet of the Acquired Companies as of, and the related statements of income and cash flow for the year ended December 31, 2017 presents fairly in all material respects the combined financial position of the Acquired Companies as at such date and the income and cash flow for such fiscal year. No Group Member has The unaudited combined balance sheet of the Acquired Companies as of, and related statements of income and cash flow for the nine months ended September 30, 2018, presents fairly in all material respects the combined financial position of the Acquired Companies as at such date and the income and cash flow for such nine month period. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP (except as may be noted therein or in the notes thereto or as otherwise described in Section 3.7(b) of the Filtration Acquisition Agreement). (d) As of the date of the most recent financial statements referred to in Sections 4.1(b), the Parent Borrower and its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are were not reflected in the most recent such financial statements referred to in this paragraphstatements, except as set forth on Part I of Schedule 4.1. During the period from January December 31, 2010 2017 to and including the date hereof, there has been no Disposition by any Group Member the Parent Borrower of any material part of its business or propertyProperty, except as set forth on Part II of Schedule 4.1.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at January March 31, 2010 2013 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Revolving Loans to be made on the Closing Date and the use of such date proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to 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 Borrower and its consolidated Consolidated Subsidiaries as at January March 31, 20102013, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 2010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, 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 its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at January March 31, 20102013, and the related unaudited consolidated statements of income and cash flows for the twelvethree-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-end audit adjustments). All such financial 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 As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower Parent and its Subsidiaries as at February 3, 2008, February 1, 2009 and January of December 31, 20102017, and the related consolidated statements of income or operations, shareholder’s equity and of cash flows for such fiscal year of Parent and its Subsidiaries, including the Fiscal Years ended on such dates, reported on by and notes thereto accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present LLP thereon, presents fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years or other periods then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein or in the notes thereto) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, therein or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent notes thereto). (b) The unaudited, consolidated balance sheet of Parent and its Subsidiaries as of June 30, 2018 and the related consolidated statements of operations and cash flows of Parent and its Subsidiaries for the six-month period then ended, present fairly in all material respects the consolidated financial condition of Parent and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows for the six-month period then ended. All such financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein or in the notes thereto. (c) The Pro Forma Financial Statements have been prepared in good faith by Parent and each other Borrower and based on assumptions believed by Parent and each such Borrower to be reasonable when made and at the time so furnished, and the adjustments used therein are believed by each of them to be appropriate to give effect to the transactions and circumstances referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertytherein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which There have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance SheetLenders (i) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Xxxx and its Subsidiaries as at February 3, 2008, February 1, 2009 and January of July 31, 20102011, and the related a consolidated statements statement of income operations and consolidated statement of cash flows flow of Xxxx and its Subsidiaries for the Fiscal Years ended on such datesfiscal year then ended, reported on certified by and accompanied by an unqualified report from Ernst & Young LLPand (ii) an unaudited consolidated and consolidating balance sheet of Xxxx and its Subsidiaries as of April 30, present fairly the consolidated financial condition of the Borrower as at such date2012, and the an unaudited consolidated results statement of its operations and consolidated statement of cash flow of Xxxx and its consolidated cash flows Subsidiaries for the respective Fiscal Years period then ended. The unaudited consolidated Such balance sheet of the Borrower as at January 31sheets, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated statements of cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, flow have been prepared in accordance with GAAP applied consistently throughout and fairly present in all material respects the financial condition of Xxxx and its Subsidiaries as at the close of business on the dates thereof and the results of operations for the periods involved (then ended, subject, in the case of such unaudited consolidated balance sheet, unaudited consolidated statement of operations and unaudited consolidated statement of cash flow, to year-end adjustments, and except as approved by the aforementioned firm of accountants and disclosed therein)that there are no notes to such financial statements. No Group Member has any material Guarantee Obligations, There are no contingent liabilities and liabilities for taxes, that are likely to become fixed obligations of Xxxx or any long-term leases or unusual forward or long-term commitmentsof its Subsidiaries as of such dates involving material amounts, including any interest rate or foreign currency swap or exchange transaction or other obligation known to the Financial Officers of the Loan Parties, which were not disclosed in respect such balance sheets and the notes related thereto. (b) The projected consolidated balance sheets and cash flow statements of derivativesXxxx and its Subsidiaries have been prepared in good faith, that are not reflected in based upon estimates and assumptions which the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including Borrowers deem reasonable as of the date hereof, have been prepared on the basis of the assumptions stated therein and reflect the reasonable estimates of Xxxx and its Subsidiaries of the results of operations and other information projected therein. (c) From July 31, 2011, there has been no Disposition by any Group Member of any material part of its business event or propertyoccurrence which has had a Material Adverse Effect.

Financial Condition. (a) The If required by the Lender, the unaudited pro forma consolidated and consolidating balance sheet sheets of the Borrower and its consolidated Subsidiaries as at January 31, 2010 the Closing Date (including the notes thereto) (the “"Pro Forma Balance Sheet”") and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loan to be made and the Subordinated Note to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of foregoing. If furnished to the other financial statements). The Lender, the Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries as at February 3December 31, 2006, December 31, 2007 and December 31, 2008, February 1, 2009 and January 31, 2010, and the related consolidated and consolidating statements of income income, changes in shareholders' equity, and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPKPMG LLP (or, with the written approval of the Lender, other independent certified public accountants of nationally recognized standing), present fairly on a consolidated and consolidating basis the consolidated financial condition of the Borrower as at such date, and on a consolidated and consolidating basis the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including or any interest rate or foreign currency swap or exchange transaction Swap Contracts or other obligation similar obligations, in respect of derivatives, each case that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2008 to and including the date hereof, other than the Capital Markets Division Disposition and the Concept Capital Division Disposition, there has been no Disposition by any Group Member of any material part of its business or property. The Borrower has also provided the Lender the quarterly FOCUS Reports provided by SMH Capital Inc. to the SEC during 2008 (the "Specified FOCUS Reports"). The Specified FOCUS Reports are correct and complete in all material respects and conform in all material respects to Exchange Act requirements and applicable SEC rules and regulations.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January March 31, 2010 (including the notes thereto) 2018 (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement statements of income operations of the Borrower Holdings and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January ended March 31, 20102018, copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in date) to the case consummation of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)Transactions. The Pro Forma Balance Sheet has been prepared in good faith, based on the best information available assumptions believed by Holdings to the Borrower be reasonable as of the date of delivery thereof, and presents fairly in all material respects on a Pro Forma Basis the estimated pro forma basis the estimated financial position of Borrower Holdings and its consolidated Subsidiaries as at January March 31, 2010, 2018 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The unaudited consolidated balance sheet at March 31, 2018 and related unaudited consolidated statements of operations and comprehensive loss, member’s equity and cash flows related to Holdings and its Subsidiaries for the three months ended March 31, 2018 present fairly in all material respects the financial condition of Holdings and its Subsidiaries as at such applicable date, and the results of its operations and its member’s equity and cash flows for three months then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (c) The unaudited consolidated balance sheet at March 31, 2018 and related unaudited consolidated statements of operations, stockholders’ deficit and cash flows related to Odeon Holdings, LLC and its Subsidiaries for the three months ended March 31, 2018 present fairly in all material respects the financial condition of Odeon Holdings, LLC and its Subsidiaries at such applicable date, and the results of its operations and stockholders’ deficit for the three months then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (d) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102016 and December 31, 2017 and the related consolidated statements of income operations, stockholders’ deficit and of cash flows related to the PA Borrower and its Subsidiaries (excluding Performance Matters) for the Fiscal Years fiscal years ended on such datesDecember 31, 2016 and December 31, 2017, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young LLP, in each case, present fairly in all material respects the consolidated financial condition of the Borrower PeopleAdmin and its Subsidiaries (other than Performance Matters LLC) as at such applicable date, and the consolidated combined results of its operations operations, stockholders’ deficit and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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). (e) The audited consolidated balance sheets at December 31, 2016 and December 31, 2017 and related consolidated statements of operations and comprehensive loss, member’s equity and cash flows related to Holdings and its Subsidiaries for the fiscal years ended December 31, 2016 and December 31, 2017, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from Deloitte and Touche LLP, in each case, present fairly in all material respects the consolidated financial condition of Holdings and its Subsidiaries as at such applicable date, and the combined results of its operations, stockholders’ deficit and cash flows for the respective fiscal periods then ended. No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitmentsAll such financial statements, including any interest rate or foreign currency swap or exchange transaction or other obligation the related schedules and notes thereto, have been prepared in respect accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to accountants and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertydisclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2004 and December 31, 2003 and the related pro forma consolidated statement statements of income operations and of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 12-month period ending fiscal years ended on January 31such dates, 2010reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, are complete and presents fairly on a pro forma basis the estimated financial position of Borrower correct and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 20102005 or, if later and prior to the Closing Date, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the twelve-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertynotes thereto.

Financial Condition. The Borrower has heretofore furnished to GOF the following financial statements: (ai) The the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries and the related audited consolidated statements of operations, shareholders' equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 29, 2001, reported on by Ernst & Young LLP; (ii) the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries and the related unaudited consolidated statements of operations, shareholders' equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries for the nine-month period ended September 28, 2002; and (iii) pro forma consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries, and related consolidated statements of shareholders' equity (deficit) as at December 28, 2002, which balance sheets and statements reflect the consummation of the Plan as if the same had been consummated on said date. All such financial statements fairly present the respective actual or pro forma financial condition, as applicable, of the Borrower and its consolidated Subsidiaries as at January 31the respective dates, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma respective actual results of operations for the respective periods ended on said respective dates, all in accordance with GAAP and practices applied on a consistent basis; provided that, as to projections, the Borrower and its consolidated statement Subsidiaries represent only that such projections have been prepared in good faith based on estimates and assumptions believed by the Borrower and its consolidated subsidiaries to be reasonable as of income the date such projections were prepared. None of the Borrower or any of its Subsidiaries has on the date hereof any material contingent liabilities, material liabilities for Taxes, material unusual forward or long-term commitments or material unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said respective balance sheets as at said respective dates. Since September 28, 2002, there has been no material adverse change in the financial condition, operation, business or prospects of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions taken as if such events had occurred as of such date (a whole from that set forth in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other respective financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower statements as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at January Consolidated Parties for the fiscal year ended December 31, 2010 2009 (including the notes thereto) (the “Pro Forma Balance Sheet”i) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect audited by (A) with respect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereofAcquired Company, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young and (B) with respect to the other Consolidated Parties, KPMG LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly in all material respects (on the aforementioned firm of accountants and basis disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as of such date and for such periods, it being understood that each of the Acquired Company and the other Consolidated Parties were independent businesses and not aggregated for purposes of preparing consolidated financial statements for periods prior to the First Amendment Effective Date. The unaudited interim balance sheets of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraph as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal quarterly period ended after December 31, 2009 and prior to the First Amendment Effective Date (i) have been prepared in accordance with GAAP consistently applied for interim financial statements throughout the periods covered thereby, and (ii) present fairly in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the of each of the Consolidated Parties referred in clauses (A) and (B) of this paragraphparagraph as of such date and for such periods except that they do not contain the materials and disclosures to be found in notes to financial statements prepared in accordance with GAAP nor do they reflect year-end adjustments. During Other than the Medfinders Acquisition, during the period from January December 31, 2010 2009 to and including the date hereofFirst Amendment Effective Date, there has been no Disposition sale, transfer or other disposition by any Group Member Consolidated Party of any material part of its the business or propertyproperty of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related statement of income of the Borrower Company and its consolidated Subsidiaries as at January 31September 30, 2010 (including the notes thereto) 2017 (the “Pro Forma Balance SheetFinancial Information”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransaction, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses on the Closing Date in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and Financial Information presents fairly in all material respects on a pro forma basis the estimated financial position results of operations of the Parent Borrower and its consolidated Restricted Subsidiaries as at January 31September 30, 2010, 2017 assuming that the events specified in the preceding sentence had actually occurred at such datedate (it being understood that no such Pro Forma Financial Information includes adjustments for purchase accounting, including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R)). (b) The audited consolidated balance sheets of the Borrower Company and its Subsidiaries as at February 3the last day of fiscal years 2014, 2008, February 1, 2009 2015 and January 31, 20102016, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years ended on such datesfiscal years 2014, 2015 and 2016, reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young BKD, LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Company and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Company and its Subsidiaries as at January 31September 30, 2010, 2017 and the related unaudited consolidated statements of income and cash flows and changes in shareholders’ equity of the Company and its Subsidiaries for the twelve-month period fiscal quarter ended on such dateSeptember 30, 2017, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower as Company and its Subsidiaries at the date of such date, financial statements and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (covered thereby, subject to normal year-year end audit adjustments)adjustments and the absence of footnotes. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently throughout the periods involved (except as approved by for the aforementioned firm lack of accountants footnotes and disclosed thereinbeing subject to year-end adjustments). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its consolidated Restricted Subsidiaries as at January 31of and for the 12 months ended June 30, 2010 2018 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheetbalance sheet) or at the beginning of the such period (in the case of the other financial statementsstatement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Parent Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of operations of Parent Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at January 31June 30, 20102018, assuming that the events specified in the preceding sentence had actually occurred at such datedate or at the beginning of such period, as applicable. (b) The audited consolidated balance sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102015, December 31, 2016 and December 31, 2017, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young Mxxx Axxxx LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at January March 31, 20102018 and June 30, 2018, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the twelverespective three-month period and six-month periods ended on each such date, present fairly fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the twelvethree-month period and six-month periods then ended (subject to normal year-end audit adjustments). All such financial 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. No Group Member has any The unaudited consolidated balance sheets of the Target and its consolidated Subsidiaries as at March 31, 2018 and June 30, 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material Guarantee Obligationsrespects, contingent liabilities the consolidated financial condition of the Target and liabilities its consolidated Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flow for taxes, or any longthe respective three-term leases or unusual forward or longmonth and six-term commitmentsmonth periods then ended (subject to normal year-end audit adjustments). All such financial statements, including any interest rate or foreign currency swap or exchange transaction or other obligation the related schedules and notes thereto, have been prepared in respect accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of derivativesaccountants and disclosed therein), except that are not reflected in the most recent interim financial statements referred are subject to in this paragraph. During the period from January 31, 2010 to year-end adjustments and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyare lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the ------------------- Borrower and its consolidated the Restricted Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 20101998, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLPXxxxxx Xxxxxxxx L.L.P., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and the Restricted Subsidiaries, taken as a whole, as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 such accountants and as disclosed thereintherein and except for interim financial statements, which are subject to normal year-end adjustments and lack footnotes). No Group Member has any material Guarantee ObligationsExcept as set forth in Schedule 5.1 and except for the Atlanta Acquisition and the Dogwood Acquisition, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During ------------ during the period from January December 31, 2010 1998, to and including the date hereof, Effective Date there has been no Disposition sale, transfer or other disposition by the Borrower or any Group Member of the Restricted Subsidiaries of any material part of its business business, assets or propertyproperty and no purchase or other acquisition of any business, assets or property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and the Restricted Subsidiaries at December 31, 1998 (b) The financial statements of the Borrower and the Restricted Subsidiaries and other information most recently delivered under Sections 7.1(a) --------------- and (b) were prepared in accordance with GAAP and present fairly in all material --- respects the consolidated financial condition, results of operations, and cash flows of the Borrower and the Restricted Subsidiaries, taken as a whole, as of, and for the portion of the fiscal year ending on the date or dates thereof (subject in the case of interim statements only to normal year-end audit adjustments and the absence of footnotes). (i) The pro forma financial information, Budgets and projections attached hereto as Schedule 5.1

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31July 3, 2010 (including 2011 and the notes thereto) unaudited pro forma consolidated income statements for the twelve month period ending as at such date (the “Zarlink Pro Forma Balance SheetFinancial Statements”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetZarlink Acquisition and the Refinancing, (ii) or at the beginning Term Loans to be made under this Agreement on the Restatement Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on the best information available to assumptions set forth therein, which the Borrower as of believed to be reasonable assumptions at the date of delivery thereoftime such Pro Forma Financial Statements were prepared, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at January 31, 2010and for each of the dates and periods set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date. (bi) The audited consolidated balance sheets of the Borrower as at February 3, and its Subsidiaries (other than Zarlink and its Subsidiaries) for each of the 2008, February 1, 2009 and January 31, 20102010 fiscal years, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years ended on such datesfiscal years, reported on by and accompanied by an unqualified report from Ernst & Young LLP, PricewaterhouseCoopers LLP present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of the Borrower and its Subsidiaries (other than Zarlink and its Subsidiaries) for the fiscal quarters ending January 2, 2011, April 3, 2011 and July 3, 2011 and for each fiscal quarter ended after the second fiscal quarter of 2011 and at least forty-five (45) days (or, in the case of the fiscal quarter that occurs at the end of the 2011 fiscal year, ninety (90) days) prior to the Restatement Date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). . (iii) All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except except, with respect to clause (b)(i), as approved by the aforementioned firm of accountants and disclosed therein, with respect to clause (b)(ii), as disclosed therein). (i) The audited consolidated balance sheets of Zarlink and its Subsidiaries for the 2009, 2010 and 2011 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from Deloitte and Touche LLP, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of Zarlink and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of Zarlink and its Subsidiaries, to the extent delivered pursuant to Section 4(c) of Amendment No. No Group Member has any 2, for each fiscal quarter ended after the second fiscal quarter of 2011 and at least forty-five (45) days (or, in the case of the fiscal quarter that occurs at the end of the 2011 fiscal year, ninety (90) days) prior to the Restatement Date, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of Zarlink and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (iii) All such financial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, including the related schedules and notes thereto, to the best knowledge of the Borrower, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except, with respect to clause (c)(i), as approved by the aforementioned firm of accountants and disclosed therein and, with respect to clause (c)(ii) as disclosed therein). (d) The most recent financial statements referred to in clause (b)(i) disclose in accordance with GAAP or other applicable accounting standards all material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31July 3, 2010 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made hereunder, if any, on the Closing Date and the use of such date proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position condition of Borrower and its consolidated Subsidiaries as at January 31July 3, 20102004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February December 29, 2001, December 28, 2002 and January 3, 2008, February 1, 2009 and January 31, 20102004, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31July 3, 20102004, and the related unaudited consolidated statements of income and cash flows for the twelvetwenty-month six week period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvetwenty-month six week period then ended (subject to normal year-end audit adjustments). All such financial 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 thereintherein and subject, in the case of the financial statements as of and for the period ended July 3, 2004, to normal year end audit adjustments and the absence of notes). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 313, 2010 2004, to and including the date hereof, hereof there has been no Disposition by any Group Member the Borrower of any material part of its business or propertyProperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 2013, December 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, 2014 and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January December 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 20102015, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedate in accordance with GAAP consistently applied, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. , except in each case as otherwise disclosed on Schedule 4.1(a) hereto. (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 20102016, and the related unaudited consolidated statements of income and of cash flows for the twelve-month period fiscal quarters 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 its operations and its consolidated cash flows for the twelve-month period fiscal quarter then ended ended, in accordance with GAAP consistently applied, except in each case (i) as otherwise disclosed on Schedule 4.1(b) hereto and (ii) subject to changes resulting from audit, normal year-end audit adjustmentsadjustments and to the absence of footnotes. (c) The Borrower has furnished to the Administrative Agent the Borrower’s pro forma consolidated balance sheet and related pro forma consolidated statement of income as of the last day of and for the fiscal quarter ended March 31, 2016, prepared giving effect to the Transactions as if the Transactions had occurred on such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). All such financial statements, including the related schedules Such pro forma consolidated balance sheet and notes thereto, consolidated statement of income have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith by the aforementioned firm Borrower based on assumptions believed to be reasonable by the Borrower at the time furnished, it being understood that no such pro forma financial statement is required to include adjustments for purchase accounting (including adjustments of accountants and disclosed thereinthe type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower Parent and its Subsidiaries as at February 3, 2008, February 1, 2009 and January of December 31, 20102017, and the related consolidated statements of income or operations, shareholder’s equity and of cash flows for such fiscal year of Parent and its Subsidiaries, including the Fiscal Years ended on such dates, reported on by and notes thereto accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present LLP thereon, presents fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years or other periods then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein or in the notes thereto) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, therein or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent notes thereto). (b) The unaudited, consolidated balance sheet of Parent and its Subsidiaries as of June 30, 2018 and the related consolidated statements of operations and cash flows of Parent and its Subsidiaries for the six-month period then ended, present fairly in all material respects the consolidated financial condition of Parent and its Subsidiaries as at such date, and the consolidated results of its operations and cash flows for the six-month period then ended. All such financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein or in the notes thereto. (c) The Pro Forma Financial Statements have been prepared in good faith by Xxxxxx and each other Borrower and based on assumptions believed by Parent and each such Borrower to be reasonable when made and at the time so furnished, and the adjustments used therein are believed by each of them to be appropriate to give effect to the transactions and circumstances referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertytherein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2019 and the related pro forma consolidated statement of income of the Borrower Parent and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January ended December 31, 2010, copies of which have heretofore been furnished to each Lender, 2019 have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared good faith, based on the best information available assumptions believed by Parent to the Borrower be reasonable as of the date of delivery thereof, and presents fairly present in all material respects on a pro forma basis the estimated pro forma financial position of Borrower Parent and its consolidated Subsidiaries as at January December 31, 20102019, assuming that the events specified in consummation of the preceding sentence Transactions had actually occurred at such datedate (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102017, December 31, 2018 and December 31, 2019 and the related consolidated statements of comprehensive income (loss), stockholders’ equity and of cash flows for Parent for the Fiscal Years fiscal years ended on such datesDecember 31, 2017, December 31, 2018, and December 31, 2019, in each case reported on by and accompanied by an unqualified report reports from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent as at of such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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). (c) The unaudited consolidated balance sheets as at December 31, 2019 and the related consolidated statements of comprehensive income (loss), stockholders’ equity and cash flows for Sprint for the fiscal quarter then ended, present fairly in all material respects the consolidated financial condition of Sprint as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitmentsAll such financial statements, including any interest rate or foreign currency swap or exchange transaction or other obligation the related schedules and notes thereto, have been prepared in respect accordance with GAAP applied consistently throughout the periods involved (subject to normal year end audit adjustments and the absence of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January footnotes) unless otherwise disclosed therein. (d) The audited consolidated balance sheets as at March 31, 2010 to 2017, March 31, 2018 and March 31, 2019 and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows for Sprint for the fiscal year ended on March 31, 2017, March 31, 2018 and March 31, 2019, in each case reported on by and accompanied by unqualified reports from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of Sprint as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such financial statements, including the date hereofrelated schedules and notes thereto, there has have been no Disposition prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by any Group Member the aforementioned firm of any material part of its business or propertyaccountants and disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2001 and December 31, 2000 and the related pro forma consolidated statement statements of income operations and of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 12-month period ending fiscal years ended on January 31such dates, 2010reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, are complete and presents fairly on a pro forma basis the estimated financial position of Borrower correct and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 20102002 or, if later and prior to the Signing Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the twelve-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertynotes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January September 30, 2007 and, if available, December 31, 2010 2007 and the related pro forma consolidated statement of income for the twelve months ended September 30, 2007 and, if available, December 31, 2007 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made and the other Indebtedness to be issued on the Closing Date pursuant to the Plan of such date Reorganization and the use of proceeds thereof, (in ii) the case consummation of the Pro Forma Balance SheetPlan of Reorganization and (iii) or at the beginning payment of fees and expenses in connection with the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010the dates referred to above, assuming that the events specified in the preceding sentence had actually occurred at such datedate and without giving effect to “fresh start” accounting, whether or not the Borrower qualifies therefor. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January 31, 2010December 31 of the most recently ended three fiscal years of the Borrower ending prior to the Closing Date for which audited financial statements were delivered, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPby a nationally recognized accounting firm, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010the end of the most recently ended fiscal quarter of the Borrower ending prior to the Closing Date for which unaudited financial statements were delivered, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such datefiscal quarter end, 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 its operations and its consolidated cash flows for the twelve-month period then ended on such fiscal quarter end (subject to normal year-year end audit adjustments). All such financial 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 Group Member As of the date of such financial statements, no Global Entity has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 December 31 of the year ending immediately prior to the year during which the Closing Date occurs to and including the date hereof, hereof there has been no Disposition by any Group Member the Global Entities of any material part of its the business or propertyproperty of the Global Entities, taken as a whole, except as otherwise permitted under the Existing DIP Agreement. (c) Since December 31, 2006, there has been no development or event that has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31June 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement statements of income and of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending cash flows ended on January 31, 2010such date, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the period payment of fees and expenses in connection with the foregoing (in collectively, the case of the other financial statements“Transactions”). The Pro Forma Balance Sheet has and the related pro forma consolidated statements of income and of cash flows have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31June 30, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve12-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve12-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2009 to and including the date hereof, hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (ai) The audited Consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of September 30, 2002, 2003 and 2004, and the Acquired Company and its Consolidated Subsidiaries as of November 30, 2002, 2003 and 2004, together with the related Consolidated and consolidating statements of income or operations, and Consolidated statements of shareholders’ equity and cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated and consolidating balance sheets of the Borrower and its Consolidated Subsidiaries and of the Acquired Company as of the last day of the month immediately preceding the Closing Date, together with the related unaudited Consolidated and consolidating statements of income or operations and Consolidated cash flows (to the extent available) for the twelve-month period ending on such date and (iii) an unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries and of the Acquired Company and its Subsidiaries as at January 31of the last day of the month immediately preceding the Closing Date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, 2010 except as otherwise expressly noted therein; (including B) fairly present the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income financial condition of the Borrower and its consolidated Consolidated Subsidiaries (and of the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred Acquired Company and its Consolidated Subsidiaries as of such the date thereof (subject, in the case of the Pro Forma Balance Sheetunaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material indebtedness and other liabilities, direct or at the beginning contingent, of the period (in the case Borrower and its Subsidiaries and of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Acquired Company and its Subsidiaries as of the date of delivery thereof, including liabilities for taxes, material commitments and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified contingent obligations required to be included in the preceding sentence had actually occurred at such dateaccordance with GAAP. (b) The audited consolidated balance sheets four-year projections of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for Subsidiaries delivered to the respective Fiscal Years then ended. The unaudited consolidated balance sheet of Lenders on or prior to the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, Closing Date 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertygood faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its consolidated Restricted Subsidiaries as at January 31of and for the 12 months ended June 30, 2010 2018 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheetbalance sheet) or at the beginning of the such period (in the case of the other financial statementsstatement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Parent Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of operations of Parent Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at January 31June 30, 20102018, assuming that the events specified in the preceding sentence had actually occurred at such datedate or at the beginning of such period, as applicable. (b) The audited consolidated balance sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102015, December 31, 2016 and December 31, 2017, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young Xxxx Xxxxx LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at January March 31, 20102018 and June 30, 2018, and the related unaudited consolidated statements of income income, stockholders’ equity and cash flows flow for the twelverespective three-month period and six-month periods ended on each such date, present fairly fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows flow for the twelvethree-month period and six-month periods then ended (subject to normal year-end audit adjustments). All such financial 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. No Group Member has any The unaudited consolidated balance sheets of the Target and its consolidated Subsidiaries as at March 31, 2018 and June 30, 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material Guarantee Obligationsrespects, contingent liabilities the consolidated financial condition of the Target and liabilities its consolidated Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flow for taxes, or any longthe respective three-term leases or unusual forward or longmonth and six-term commitmentsmonth periods then ended (subject to normal year-end audit adjustments). All such financial statements, including any interest rate or foreign currency swap or exchange transaction or other obligation the related schedules and notes thereto, have been prepared in respect accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of derivativesaccountants and disclosed therein), except that are not reflected in the most recent interim financial statements referred are subject to in this paragraph. During the period from January 31, 2010 to year-end adjustments and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyare lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Consolidated Subsidiaries as at January 31of September 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, 1995 and the related unaudited consolidated statements of income and cash flows for the twelve-month period nine months then ended on (including such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations Santa Fe Pacific Corporation and its consolidated cash flows subsidiaries for the twelve-month period then ended (subject to normal year-end audit adjustmentsonly from September 22, 1995 through September 30, 1995). All such financial statements, including the related schedules and notes thereto, copies of which have been prepared delivered to each of the Lenders, fairly present, in accordance conformity with GAAP applied consistently throughout on a basis consistent with the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in paragraph (b) of this paragraph. During subsection, the period from January consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such nine-month period. (b) The consolidated balance sheet of the Burlington Northern Inc. and its consolidated subsidiaries as of December 31, 2010 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for the fiscal year then ended, reported on by Coopers & Lybrxxx, xxpies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of Burlington Northern Inc. and including its consolidated subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity and cash flows for such fiscal year. 40 (c) The consolidated balance sheet of the Santa Fe Pacific Corporation and its consolidated subsidiaries as of December 31, 1994 and the related consolidated statements of operations, stockholders' equity and cash flows for the fiscal year then ended, reported on by Price Waterhouse, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of Santa Fe Pacific Corporation and its consolidated subsidiaries as of such date hereofand their consolidated results of operations, there has changes in stockholders' equity and cash flows for such fiscal year. (d) The unaudited consolidated balance sheet of Burlington Northern Inc. and its consolidated subsidiaries as of June 30, 1995 and the related consolidated statements of income and cash flows for the six months then ended, copies of which have been no Disposition by any Group Member delivered to each of any material part the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (b) of this subsection, the consolidated financial position of Burlington Northern Inc. and its business or propertyconsolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such six month period. (e) The unaudited consolidated balance sheet of Santa Fe Pacific Corporation and its consolidated subsidiaries as of June 30, 1995 and the related consolidated statements of income and cash flows for the six months then ended, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (c) of this subsection, the consolidated financial position of Santa Fe Pacific Corporation and its consolidated subsidiaries as of such date and their consolidated results of operations and cash flows for such six month period.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, Financial Statements have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheet) or at balance sheets and the beginning of the period (presented in the case of the other financial statements)statements of income and cash flows) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower Borrowers as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of Borrower the Parent and its consolidated Subsidiaries as at January of December 31, 2010, 2014 assuming that the events specified in the preceding sentence had actually occurred at such date.date in the case of the balance sheets and at the beginning of the period presented in the case of the statements of income and cash flows (b) The audited consolidated balance sheets of the Borrower Parent (or its predecessor) and its Subsidiaries as at February 3, 2008, February 1, 2009 and January of December 31, 20102012 and December 31, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Parent and its Subsidiaries as at January December 31, 20102014, and the related unaudited consolidated statements of income and cash flows for the twelvethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-end year‑end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except with respect to audited financial statements as approved by the aforementioned firm of accountants and disclosed therein)) subject in the case of unaudited financial statements to changes resulting from normal year-end adjustments and the absence of footnotes. No Group Member has has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2013 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 the Closing Date (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"PRO FORMA BALANCE SHEET"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetMerger, (ii) or at the beginning Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of the period proceeds thereof, (in the case of iii) the other financial statements)transactions contemplated hereby and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma PRO FORMA basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Axiohm S.A. as at February 3, 2008, February 1, 2009 and January December 31, 20101995 and December 31, 1996, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPrice Waterhouse, present fairly the consolidated financial condition of Axiohm S.A. as at such dates, and the Borrower consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Axiohm S.A. as at June 30, 1997, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of Axiohm S.A. as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustments). All such financial 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. Axiohm S.A. and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (b). During the period from December 31, 1996 to and including the date hereof, there has been no Disposition by Axiohm S.A. or its Subsidiaries of any material part of its business or Property or, except as a part of the Pre-Merger Transactions, any transfer of Capital Stock to any Person other than Axiohm S.A. or a Subsidiary Guarantor that is a Domestic Subsidiary. (c) The audited consolidated balance sheets of the Borrower as at December 31, 1994, December 31, 1995 and December 31, 1996, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG Peat Marwick LLP, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31June 30, 20101997, and the related unaudited consolidated statements of income and cash flows for the twelvesix-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvesix-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphparagraph (c). During the period from January December 31, 2010 1996 to and including the date hereof, hereof there has been no Disposition by any Group Member the Borrower or its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loans to be made, the Senior Notes and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof, (iii) the period (in the case of Equity Financing and the other financial statements)Merger Transactions and (iv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31September 30, 20102006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31September 30, 20102006, and the related unaudited consolidated statements of income and cash flows for the twelve9-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve9-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial 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 Group Member has As of the Closing Date, Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During paragraph and the period from January 31, 2010 footnotes to the most recent audited financial statements referred to in this paragraph (other than the Obligations under the Loan Documents and including the date hereof, there has been no Disposition by any Group Member obligations of any material part of its business or propertythe Borrower and the Guarantors under the Note Documentation).

Financial Condition. (a) The unaudited pro forma consolidated combined balance sheet of the Borrower and its consolidated Subsidiaries Borrowers as at January 31April 30, 2010 1996 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Recapitalization, (ii) the borrowings under this Agreement contemplated to be made on the Closing Date and the use of such date proceeds thereof, (in iii) the case incurrence of the Pro Forma Balance SheetSubordinated Debt, (iv) or at the beginning issuance of the period Preferred Stock, (in the case of v) the other financial statements)transactions contemplated by the Recapitalization Agreement and (vi) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Borrowers as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated combined financial position of Borrower and its consolidated Subsidiaries the Borrowers as at January 31of April 30, 20101996, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated combined balance sheets sheet of the Borrower Borrowers as at February 3, 2008, February 1, 2009 and January December 31, 20101995 and December 31, 1994 and the related consolidated combined statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated combined financial condition of the Borrower Borrowers as at such datedates, and the consolidated combined results of its their operations and its consolidated their combined cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated combined balance sheet of the Borrower Borrowers as at January 31April 30, 2010, 1996 and the related unaudited consolidated combined statements of income and of cash flows for the twelvefour-month period ended on such date, certified by a Responsible Officer of the Designated Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated combined financial condition of the Borrower Borrowers as at such date, and the consolidated combined results of its their operations and its consolidated their combined cash flows for the twelvefour-month period then ended (subject to normal year-end audit adjustmentsadjustments (including adjustments for inventory capitalization and depreciation). All such financial 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 such accountants or Responsible Officer of the aforementioned firm Designated Borrower, as the case may be, and as disclosed therein and except for the absence of accountants 49 43 adjustments for inventory capitalization and disclosed thereindepreciation in the case of the April 30, 1996 financial statements). No Group Member has None of the Borrowers had, at the date of the most recent balance sheet referred to above, any undisclosed liabilities, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto and not required to in this paragraphbe disclosed by GAAP. During the period from January December 31, 2010 1995 to and including the date hereof, hereof there has been no Disposition sale, transfer or other disposition by the Borrowers or any Group Member of their combined Subsidiaries of any material part of its their business or propertyproperty and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the combined financial condition of the Borrowers at December 31, 1995, other than pursuant to the Recapitalization Agreement.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended March 30, 2015 (including the notes thereto) (the “Pro Forma Statement of IncomeFinancial Statements”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheetbalance sheet) or at the beginning of the such period (in the case of the other financial statementsstatement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of operations of Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at January 31March 30, 20102015, assuming that the events specified in the preceding sentence had actually occurred at such datedate or at the beginning of such period, as applicable. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102012, December 30, 2013 and December 29, 2014, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at January 31March 30, 20102015, and the related unaudited consolidated statements statement of income income, stockholders’ equity and cash flows flow for the twelvethree-month period ended on such date, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows flow for the twelvethree-month period then ended (subject to normal year-end audit adjustments). All such financial 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. No The unaudited consolidated balance sheet of the Target and its consolidated Subsidiaries as at March 31, 2015, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (d) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. During Except as reflected in filings made by the Borrower or the Target with the SEC since December 29, 2014, during the period from January 31December 29, 2010 2014 to and including the date hereof, hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders’ request, the following financial statements and information: (ai) The unaudited pro forma the audited consolidated and consolidating balance sheet sheets of the Borrower LVSI and its consolidated Subsidiaries as at January each of December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 2001, December 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof2002, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January December 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 20102003, and the related consolidated and consolidating statements of income income, stockholders’ equity and of cash flows of LVSI, Venetian and their Subsidiaries for the Fiscal Years ended on such datesYear then ended, reported on by (ii) the unaudited consolidated and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition consolidating balance sheets of the Borrower LVSI and its Subsidiaries as at such 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 the Borrower as at January March 31, 20102004 and June 30, 2004, and the related unaudited consolidated and consolidating statements of income income, stockholders’ equity and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations LVSI and its consolidated cash flows Subsidiaries for the twelveeach such three-month period then ended ended, (subject iii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries (other than Excluded Subsidiaries) as at June 30, 2004, and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of LVSI and its Subsidiaries (other than Excluded Subsidiaries) for the twelve months then ended, giving pro forma effect to the Refinancing, the Transactions and the initial credit extensions (under the Bank Facilities Agreement) on the Closing Date (under and as defined in the Bank Facilities Agreement) and (iv) the unaudited consolidated and consolidating balance sheets of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary as at June 30, 2004, and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary. All such statements (other than pro forma statements) were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end audit adjustments). All such financial statementsAs of the date hereof, including except for obligations under the related schedules Operative Documents and notes theretothe Phase II Mall Contribution Documents, the Borrowers do not (and will not following the funding of the initial Loans) 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 Group Member has any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, commitment that are is not reflected in the most recent foregoing financial statements referred or the notes thereto and which in any such case is material in relation to in this paragraph. During the period from January 31business, 2010 to operations, properties, assets, financial condition or prospects of the Borrowers and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertytheir Subsidiaries taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31September 30, 2010 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made on the Effective Date and the use of such date proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information reasonably available to the Borrower Holdings as of the date of delivery thereofthereof and on good faith estimates and assumptions believed to be reasonable at the time made, and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower Holdings and its consolidated Subsidiaries as at January 31September 30, 20102004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPPricewaterhouseCoopers L.L.P., present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31September 30, 20102004, and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the twelvethree-month period then ended (subject to normal year-end audit adjustments). All such financial 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 thereintherein and for the absence of certain notes thereto). No Group Member has Except as set forth on Schedule 4.1(b), as of the Effective Date, Holdings, the Borrower and their respective Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph. During paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the period from January 31, 2010 Borrower as of the Effective Date or (ii) are not party to and including the date hereof, there has been no Disposition by any Group Member arrangement to pay principal or interest with respect to any Indebtedness of any material part Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its business Subsidiaries or propertyguaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Borrower or any such Subsidiary.

Financial Condition. (a) The unaudited pro forma Parent Company has previously provided to Allied Capital a true and complete copy of the audited consolidated and supporting consolidating balance sheet of the Borrower Parent Company and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2001, December 31, 2002 and December 31, 2003, and the related pro forma consolidated statement and supporting consolidating statements of income and cash flow of the Borrower Parent Company and its Subsidiaries for the fiscal years then ended (such consolidated Subsidiaries (statements referred to herein as the “Pro Forma Statement of IncomeAudited Financials”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been Audited Financials were prepared based on in accordance with GAAP, are true and correct in all material respects and fairly present the best information available Parent Company’s and its Subsidiaries’ operations and their cash flows at such date and for the period then ended. The auditors have issued an unqualified statement to the Borrower as Borrowers concerning the Audited Financials, a copy of which is included with the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such dateAudited Financials. (b) The audited Parent Company has previously provided to Allied Capital a true and complete copy of the preliminary unaudited consolidated and consolidating balance sheet of the Parent Company and its Subsidiaries as at February 29, 2004 and the related preliminary unaudited consolidated and consolidating statements of income and cash flow of the Parent Company and its Subsidiaries for the 2 month period then ended (the “Interim Financials”). The Interim Financials were prepared in accordance with GAAP (except that footnotes are omitted), are true and correct in all material respects and fairly present the Parent Company’s and its Subsidiaries’ operations and their cash flows at such date and for the period then ended, subject to normal and immaterial year-end adjustments. (c) The Parent Company has previously provided Allied Capital with projected consolidated balance sheets of the Borrower Parent Company and its Subsidiaries as at February 3of the end of each of fiscal years 2004 through 2006, 2008, February 1, 2009 giving effect to the incurrence of the full amount of Indebtedness contemplated under this Agreement and January 31, 2010the use of the proceeds thereof, and the related consolidated statements of projected cash flow and projected income for such fiscal year (the “Projected Statements”). The Projected Statements are based on estimates, information and of cash flows for assumptions believed by the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such date, Credit Parties to be reasonable and the consolidated results Credit Parties have no reason to believe, in the light of its operations and its consolidated cash flows for conditions existing at the respective Fiscal Years then ended. The unaudited consolidated balance sheet time of the Borrower as at January 31delivery, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on that such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared projections are incorrect or misleading in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyrespect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 2010 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared in good faith by the Borrower based on the best information reasonably available to the Borrower as of the date of delivery thereof, thereof and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January March 31, 20102004, assuming that the events specified in the preceding sentence had actually occurred at such datedate and based on information readily available as of the date of preparation. (b) The audited consolidated balance sheets of the Borrower Rhodia Phosphates Business as at February 3, 2008, February 1, 2009 and January December 31, 20102002 and December 31, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified a report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower Rhodia Phosphates Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Rhodia Phosphates Business as at January March 31, 20102004, and the related unaudited consolidated statements of income and cash flows for the twelvethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Rhodia Phosphates Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except in the case of unaudited financial statements, normal year-end adjustments as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31June 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2014 and the related pro forma consolidated statement statements of income and cash flows of the Borrower and its consolidated Subsidiaries (collectively, the “Pro Forma Statement of IncomeFinancial Statements”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans and other extensions of such date credit to be made hereunder on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to 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 condition of Borrower and its consolidated Subsidiaries as at January 31June 30, 20102014 (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102011, December 29, 2012 and December 28, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31May 1, 20102014, and the related unaudited consolidated statements of income and cash flows for the twelve17-month week period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve17-month week period then ended (subject to normal year-end audit adjustments). All such financial 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 thereintherein and subject, in the case of any such unaudited financial statements to normal year-end audit adjustments and the absence of notes). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January March 31, 2010 2014 to and including the date hereof, Fourth Amendment Effective Date there has been no Disposition by any Group Member the Borrower of any material part of its business or propertyProperty (other than any Disposition permitted by Section 6.5).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January each of December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2019 and December 31, 2018 and the related pro forma consolidated statement statements of income operations and of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 12-month period ending fiscal years ended on January 31such dates, 2010reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, are complete and presents fairly on a pro forma basis the estimated financial position of Borrower correct and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the twelve-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing financial statements referred to or in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertynotes thereto.

Financial Condition. (a) The unaudited pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010 1997 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransaction, (ii) or at the beginning Loans to be made and the Second Priority Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to 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 Borrower and its consolidated Subsidiaries as at January 31September 30, 20101997, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower LP Paper Company and Xxxxx-Xxxxx and its Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20101995 and December 31, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst Coopers & Young LLPXxxxxxx L.L.P., present fairly in all material respects the consolidated financial condition of the Borrower LP Paper Company and Xxxxx-Xxxxx and their respective Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of each of the Borrower LP Paper Company and Xxxxx-Xxxxx and their respective Subsidiaries as at January October 31, 20101997, and the related unaudited consolidated statements of income and cash flows for the twelveten-month period ended on such date, certified by a Responsible Officer, present fairly in all material respects the consolidated financial condition of the Borrower LP Paper Company and Xxxxx-Xxxxx and their respective Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelveten-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member Except for the Loan Documents, the Timberlands Loan Documents and the Second Priority Note Security Documents, neither Xxxxx-Xxxxx nor the LP Paper Company nor any of their respective Subsidiaries individually or in the aggregate, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During Except as set forth on Schedule 3.1(b), during the period from January December 31, 2010 1996 to and including the date hereof, hereof there has been no Disposition by any Group Member either the LP Paper Company or Xxxxx-Xxxxx and its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Consolidated Parties, and its the related consolidated Subsidiaries statements of earnings and statements of cash flows, as at January of March 31, 2010 2006 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by KPMG Peat Marwick, (ii) have been prepared in accordance with GAAP consistently applied throughout the “Pro Forma Balance Sheet”periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related pro forma unaudited interim statements of earnings and of cash flows for, each quarterly period ended after March 31, 2006 and prior to the Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated statement financial condition, results of income operations and cash flows of the Borrower Consolidated Parties as of such date and its consolidated Subsidiaries for such periods. During the period from March 31, 2006 to and including the Closing Date, there has been no sale, transfer or other disposition by the Consolidated Parties of any material part of the business or property of the Consolidated Parties, taken as a whole, and there has been no Acquisition, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Agents on or prior to the Closing Date. (the “Pro Forma Statement b) The projections of Income”) profit and loss statements, balance sheets and cash flow reports for the 12-month period ending Consolidated Parties on January 31, 2010a consolidated basis for fiscal year 2006, copies of which have heretofore been furnished to each Lender, have been prepared giving effect are based upon reasonable assumptions made known to the Transactions as if such events had occurred as of such date (Lenders and upon information not known to be incorrect or misleading in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyrespect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at January 31, 2010 the last day of Fiscal Q2 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been were furnished to each Lenderthe Administrative Agent and the Syndication Agent, have been prior to the First Restatement Date, was prepared giving effect to the Transactions (as if such events had occurred on such date) to (i) the consummation of the Transaction (as of such date (defined in the case First Restated Credit Agreement), (ii) the Loans made on the Original Closing Date and the Loans made on the First Restatement Date and, in each case, the use of proceeds thereof and (iii) the Pro Forma Balance Sheet) or at payment of fees and expenses in connection with the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been was prepared based on the best information reasonably available to the Borrower Cedar Fair LP as of the date of delivery thereof, and and, subject to the uncertainties that are typically inherent in such a projection, presents fairly on a pro forma basis the estimated financial position of Borrower Cedar Fair LP and its consolidated Subsidiaries as at January 31, 2010the last day of Fiscal Q2 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Cedar Fair LP and its Subsidiaries and the Borrower Target and its Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPDeloitte and Touche LLP (with respect to Cedar Fair LP and its Subsidiaries) or PricewaterhouseCoopers (with respect to the Target and its Subsidiaries), present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries and, to the Borrower knowledge of either Borrower, the Target and its Subsidiaries, as applicable, as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of Cedar Fair LP and its Subsidiaries and the Borrower Target and its Subsidiaries as at January 31, 2010the last day of Fiscal Q2 2006, and the related unaudited consolidated statements of income and cash flows for the twelve-three month period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries and, to the Borrower knowledge of either Borrower, the Target and its Subsidiaries, as applicable, as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-three month period then ended (subject to normal year-year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries and, to the knowledge of either Borrower, of the Target and its Subsidiaries, 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than the Specified Hedge Agreements with KeyBank National Association described in the definition of “Specified Hedge Agreement” and any other Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from January December 31, 2010 2005 to and including the date hereof, hereof there has been no Disposition by either Borrower or any Group Member of its Subsidiaries or, to the knowledge of either Borrower, the Target or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (ai) The unaudited pro forma audited consolidated balance sheet sheets of the Borrower and its consolidated Subsidiaries as at January 31for the fiscal years ended October 29, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2006, October 28, 2007 and November 2, 2008 and the related pro forma consolidated statement statements of income, shareholders’ equity and cash flows for the fiscal years ended on such dates and (ii) the unaudited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal quarter period ending the most recent fiscal quarter for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for such fiscal quarter period ending on such date, in each case were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Borrower and its consolidated Subsidiaries Subsidiaries. (b) The pro forma balance sheet and statements of operations of the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving are the balance sheet and statements of operations of the Borrower and its consolidated Subsidiaries as of August 2, 2009, adjusted to give effect to the Transactions (as if such events had occurred as of on such date (in the case for purposes of the Pro Forma Balance Sheet) or at balance sheet and for the beginning three fiscal quarter period ending August 2, 2009 for purposes of the period statement of operations), to the initial borrowings and the other transactions contemplated to occur on the Closing Date. (in the case c) As of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of Closing Date, no fact, event, change or circumstances shall have occurred since the date of delivery thereofthe Investment Agreement that has had or would be reasonably likely to have a Material Adverse Effect; provided, and presents fairly on however, that in determining whether a pro forma basis Material Adverse Effect has occurred, there shall be excluded any effect to the estimated financial position of extent resulting from the following: (A) any change, development, occurrence or event affecting the businesses or industries in which the Borrower and its consolidated Subsidiaries as at January 31operate (including general pricing changes), 2010(B) changes in general domestic economic conditions, assuming including changes in the financial, securities or credit markets, or changes in such conditions in any area in which the Borrower or its Subsidiaries operate, (C) changes in global or national political conditions (including any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism), (D) the announcement of this Agreement and the other Loan Documents, the Investment Agreement and the ABL Facility Documents and the transactions contemplated hereby and thereby, (E) the failure of the Borrower to meet any internal or published projections, forecasts or revenue or earning predictions for any period (provided that the events specified underlying causes of such failure may be considered in determining whether there is a Material Adverse Effect on the Borrower) or (F) any change in the preceding sentence had actually occurred at trading prices of the Capital Stock on the New York Stock Exchange or of the Convertible Notes (provided that the underlying causes of such datechange may be considered in determining whether there is a Material Adverse Effect on the Borrower); except, with respect to clauses (A), (B), or (C), to the extent that the effects of such changes have a disproportionate impact on the Borrower and its Subsidiaries, taken as a whole, relative to other businesses supplying to the non-residential construction industry. (bd) The audited consolidated balance sheets As of the Borrower as at February 3Closing Date, 2008, February 1, 2009 and January 31, 2010, and after giving effect to the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition consummation of the Borrower as at such dateTransactions, 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyis Solvent.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Timberlands and its consolidated Subsidiaries as at January 31September 30, 2010 1997 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransaction, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Timberlands as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower Timberlands and its consolidated Subsidiaries as at January 31September 30, 20101997, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of (i) the Borrower and its Subsidiaries existing at the time, (ii) Xxxxx and its Subsidiaries and (iii) Timberlands, in each case as at February 3, 2008, February 1, 2009 and January December 31, 20101995 and December 31, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst Coopers & Young LLPXxxxxxx L.L.P., present fairly in all material respects the consolidated financial condition of the Borrower Borrower, Xxxxx, Timberlands and their respective Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The Each of the unaudited consolidated balance sheet of (i) the Borrower and its Subsidiaries, and (ii) Timberlands, and the unaudited balance sheet of Xxxxx and F.F. Xxxxx, Inc. Partners, Limited Partnership, in each case as at January 31September 30, 20101997, and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, certified by a Responsible Officer, present fairly in all material respects and present fairly the consolidated financial condition of the Borrower Borrower, Xxxxx, Timberlands and their respective Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelvenine-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member Except for the Paper Company Loan, the Loan Documents and the Second Priority Note Security Documents, neither the Borrower, Xxxxx, Timberlands nor any of their Subsidiaries, individually or collectively, has any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability, liability for taxes, or any long-term leases lease or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are is not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During Except as set forth on Schedule 3.1(b), during the period from January December 31, 2010 1996 to and including the date hereof, hereof there has been no Disposition by the Borrower, Xxxxx, Timberlands or any Group Member of their Subsidiaries, individually or in the aggregate, of any material part of its their business or propertyProperty other than with respect to the payment of dividends by Xxxxx and Timberlands prior to the Closing Date previously disclosed to the Administrative Agent.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2022 and the related pro forma audited consolidated statement statements of income operations, comprehensive loss and cash flow of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month such fiscal period ending on January 31, 2010then ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPeach case, 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 its operations and consolidated cash flows of the Borrower and its consolidated cash flows Subsidiaries for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31June 30, 20102023, and the related unaudited consolidated statements of income operations, comprehensive loss and cash flows flow of the Borrower and its consolidated Subsidiaries for the twelve-month fiscal period ended on such datethen ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, in each case, 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 its operations and consolidated cash flows of the Borrower and its consolidated cash flows Subsidiaries for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such Such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of each of the Borrower Parent and its consolidated Subsidiaries (other than ACC and its Subsidiaries), each as at January 31of June 30, 2010 2003 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010Sheets"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (x) the consummation of such date (in the case each of the Pro Forma Balance SheetTransactions, (y) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof (including towards the period Refinancing) and (z) the payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Sheets have been prepared based on the best information available to the Borrower Parent as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower the Parent and its consolidated Subsidiaries (other than ACC and its Subsidiaries), as at January 31of June 30, 20102003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Parent as at February 3, 2008, February 1, 2009 and January December 31, 20102001 and December 31, 2002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly the consolidated financial condition of the Borrower Parent as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Parent as at January 31June 30, 20102003, and the related unaudited consolidated statements of income and cash flows for the twelvesix-month period ended on such date, present fairly the consolidated financial condition of the Borrower Parent as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvesix-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has The Parent, DOC and their respective Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxesTaxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31June 30, 2010 2003 to and including the date hereof, hereof there has been no Disposition by any Group Member of the Parent, DOC and their respective Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended March 30, 2015 (including the notes thereto) (the “Pro Forma Statement of IncomeFinancial Statements”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions (as if such events had occurred as of on such date (in the case of the Pro Forma Balance Sheetbalance sheet) or at the beginning of the such period (in the case of the other financial statementsstatement of income)) to the consummation of the Transactions and the payment of fees and expenses in connection therewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects and on a pro forma basis the estimated financial position condition and results of operations of Borrower and its consolidated Restricted Subsidiaries as of and for the 12 months ended at January 31March 30, 20102015, assuming that the events specified in the preceding sentence had actually occurred at such datedate or at the beginning of such period, as applicable. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102012, December 30, 2013 and December 29, 2014, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at January 31March 30, 20102015, and the related unaudited consolidated statements statement of income income, stockholders’ equity and cash flows flow for the twelvethree-month period ended on such date, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows flow for the twelvethree-month period then ended (subject to normal year-end audit adjustments). All such financial 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. No The unaudited consolidated balance sheet of the Target and its consolidated Subsidiaries as at March 31, 2015, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Target and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial 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), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (d) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. During Except as reflected in filings made by the Borrower or the Target with the SEC since December 29, 2014, during the period from January 31December 29, 2010 2014 to and including the date hereof, Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The There have been furnished to each of the Lenders (i) consolidated balance sheets of the Borrower and its Subsidiaries as of July 31, 2009, and a consolidated statement of operations and consolidated statement of cash flow of the Borrower and its Subsidiaries for the Fiscal Year then ended, certified by Ernst & Young LLP; and (ii) an unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2010, and the related pro forma an unaudited consolidated statement of income operations and consolidated statement of cash flow of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12period of two Fiscal Quarters then ended. Such balance sheets, statements of operations and statements of cash flow have been prepared in accordance with GAAP and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at the close of business on the dates thereof and the results of operations for the periods then ended, subject, in the case of such unaudited consolidated balance sheet, unaudited consolidated statement of operations and unaudited consolidated statement of cash flow, to year-month period ending on January 31end adjustments, 2010and except for the absence of notes to such financial statements. There are no contingent liabilities that are likely to become fixed obligations of the Borrower or any of its Subsidiaries as of such dates involving material amounts, known to the Financial Officers of the Borrower, which were not disclosed in such balance sheets and the notes related thereto. (b) The projected consolidated balance sheets and cash flow statements of the Borrower and its Subsidiaries for the 2010 and 2011 Fiscal Years, copies of which have heretofore been furnished delivered to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared good faith, are based on the best information available to upon estimates and assumptions which the Borrower deems reasonable as of the date hereof, have been prepared on the basis of delivery thereof, the assumptions stated therein and presents fairly on a pro forma basis reflect the estimated financial position reasonable estimates of the Borrower and its consolidated Subsidiaries as at of the results of operations and other information projected therein. (c) Since January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business event or propertyoccurrence that, either individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated ------------------- balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010 1997 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31September 30, 20101997, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower (i) as at February 3, 2008, February 1, 2009 and January December 31, 20101996, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLPL.L.P., present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal year then ended. The audited consolidated balance sheet of the Borrower as at September 30, 1997 and the related consolidated statements of income and of cash flows for the nine month period ended on such date, reported on by and accompanied by an unqualified report from Ernst & Young L.L.P., present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine month period then ended. The unaudited consolidated balance sheet of the Borrower as at January 31November 30, 20101997, and the related unaudited consolidated statements of income and cash flows for the twelve-eleven month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-eleven month period then ended (subject to normal year-end audit adjustmentsadjustments and accounting adjustments described on Schedule 4.1). All such financial 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 Group Member has Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from January 31September 30, 2010 1997 to and including the date hereof, hereof there has been no Disposition by any Group Member the Borrower of any material part of its business or propertyProperty other than the Acquisition and subsequent merger.

Financial Condition. (a) The Borrower has heretofore furnished to each Lender the unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 311, 2010 1999 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “"). The Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have Balance Sheet has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance Sheettransactions expected to occur on the Closing Date, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 311, 20101999, assuming that the events specified in the preceding sentence had actually occurred at such date. The Pro Forma Balance Sheet reflects cash and cash equivalents of at least $750,000,000 and is substantially in the form previously provided to the Administrative Agent. (b) The audited consolidated balance sheets Borrower has heretofore furnished to each Lender a copy of the Borrower as at February 3, 2008, February 1, 2009 audited combined financial statements of the segments and January Subsidiaries of GM constituting the Delphi Automotive Systems business of GM for the fiscal years of GM ended December 31, 20101996 and December 31, 1997 and the related consolidated unaudited interim combined financial statements of income the segments and Subsidiaries of cash flows GM constituting the Delphi Automotive Systems business of GM for the Fiscal Years each quarterly period ended subsequent to December 31, 1997 and on such datesor prior to September 30, reported on by and accompanied by an unqualified report from Ernst & Young LLP, 1998. Such financial statements present fairly the consolidated financial condition and results of operations of the Borrower segments and Subsidiaries of GM constituting the Delphi Automotive Systems business of GM as at such dateof, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet fiscal years and fiscal quarters ended on, such dates in accordance with GAAP (subject, in the case of the Borrower as at January 31such quarterly statements, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except Other than as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January Borrower's S-1 dated November 16, 1998, between December 31, 2010 to 1997 and including the date hereofClosing Date, there has been no Disposition by any Group Member of any material part of its business development or propertyevent which has had a Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower BA and its consolidated Subsidiaries as at January of March 31, 2010 (including the notes thereto) 2012 (the “Pro Forma Balance SheetFinancial Statement”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made under this Agreement on the Closing Date and the use of such date proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet Financial Statement has been prepared in good faith based on the best information available assumptions set forth therein, which BA believed to be reasonable assumptions at the Borrower as of time such Pro Forma Financial Statement was prepared and at the date of delivery thereofClosing Date (it being understood that such assumptions may or may not prove to be correct), and presents fairly fairly, in all material respects, on a pro forma basis the estimated financial position of Borrower BA and its consolidated Subsidiaries as at January 31, 2010and for the date set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date, subject to year-end closing adjustments. (b) The audited consolidated balance sheets of the Borrower Parent and its Subsidiaries as at February 3, 2008, February 1, 2009 and January of December 31, 20102010 and December 31, 2011, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young Deloitte LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited combined balance sheet of BA and its Subsidiaries as of December 31, 2010 and December 31, 2011, and the related unaudited combined statements of income and of cash flows for the fiscal years ended on such dates present fairly, in all material respects, the financial condition of BA and its combined Subsidiaries as at such date, and the results of their operations and their cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Parent and its Subsidiaries for each fiscal quarter ended after the Borrower as last balance sheet delivered pursuant to the first sentence of this Section 5.1(b) and at January 31, 2010, least 45 days prior the Closing Date and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such datedate present fairly, present fairly in all material respects, the consolidated financial condition of the Borrower Parent and its Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelveperiod then ended (subject to normal year-month end audit adjustments). The unaudited combined balance sheet of BA and its Subsidiaries for each fiscal quarter ended after the last balance sheet delivered pursuant to the second sentence of this Section 5.1(b) and at least 45 days prior to the Closing Date and the related unaudited combined statements of income and cash flows for the period ended on such date present fairly, in all material respects, the financial condition of BA and its combined Subsidiaries as at such date, and the results of their operations and their consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statementsstatements referred to in the prior sentences, 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 Group Member has any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements (including footnote disclosures thereto) referred to in this paragraph. During the period from January December 31, 2010 2011 to and including the date hereof, hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma Borrower has heretofore furnished to the Administrative Agent and each Lender (i) an audited consolidated balance sheet of the Borrower and its consolidated the Subsidiaries as at January December 31, 2010 2009, and the notes thereto and the related consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal year then ended, as examined and certified by PricewaterhouseCoopers LLP, independent public accountants and (ii) an unaudited condensed consolidated balance sheet of the Borrower and the Subsidiaries as at June 30, 2010, and the notes thereto and the related condensed consolidated statements of operations, stockholders’ deficit and cash flows for the fiscal quarters then ended). Such financial statements (including the notes thereto) (present fairly, in all material respects, the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income financial condition of the Borrower and its the Subsidiaries and the results of their operations, the changes in their stockholders’ deficit and their cash flows for the applicable fiscal period then ending, in each case, all in conformity with GAAP consistently applied (subject, as to interim statements, to changes resulting from normal year-end audit adjustments and the absence of footnotes). Since December 31, 2009, there has not occurred any event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect. (b) The Borrower has, on or prior to the Effective Date, furnished to the Administrative Agent for distribution to the Lenders the Borrower’s forecast model with respect to Fiscal Years through 2015 including a projected consolidated Subsidiaries statement of EBITDA and selected cash flow information (the “Pro Forma Statement of IncomeModel”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been Model was prepared in good faith by the Borrower based on assumptions and estimates believed by the Borrower on the date thereof to be reasonable, was based on information that the Borrower reasonably believed to be the best information available to the Borrower as after due inquiry and accurately reflects all material adjustments required to be made to give effect to the Transactions, subject to the following limitation. The Patient Protection and Affordable Care Act (Pub. L. No. 111-148) mandates the application of a productivity adjustment to the date annual Medicare update for inpatient rehabilitation facilities starting in 2012, the exact amount of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as which adjustment is not known at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at this time; such date. (b) The audited consolidated balance sheets of adjustment may impact Medicare payment to the Borrower as at February 3and, 2008therefore, February 1, 2009 and January 31, 2010, and may impact the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyModel.

Financial Condition. You have heretofore furnished to us a copy of FIRSTPLUS FINANCIAL GROUP INC.'s (ai) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) sheets and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of its consolidated Subsidiaries for the Borrower as at February 3first three quarterly fiscal periods of such entity's fiscal year ended September 30, 2008, February 1, 2009 and January 31, 2010, 1997 and the related consolidated statements of such entity's income and retained earnings and of such entity's cash flows and such entity's consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the Fiscal Years ended on previous year, (ii) consolidated balance sheets and the consolidated balance sheets of such datesentity's consolidated Subsidiaries for such fiscal year and the related consolidated statements of such entity's income and retained earnings and of such entity's cash flows and such entity's consolidated Subsidiaries for such fiscal year, reported on by and accompanied by an unqualified report from setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of Ernst & Young LLPLLP and (iii) consolidated balance sheets and the consolidated balance sheets of such entity's consolidated Subsidiaries for its quarterly fiscal periods ended December 31, present 1996, March 31, 1997 and June 30, 1997 and the related consolidated statements of such entity's income and retained earnings and of its cash flows and such entity's consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Borrower as at such date, entity and such entity's Subsidiaries and the consolidated results of its such entity's operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such datedates and for such fiscal periods, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein)on a consistent basis. No Group Member has any material Guarantee ObligationsSince September 30, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof1997, there has been no Disposition by any Group Member of any material part of its business adverse change in such entity's consolidated business, operations or propertyfinancial condition and such entity's consolidated Subsidiaries taken as a whole from that set forth in said financial statements.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2020 and the related pro forma audited consolidated statement statements of income operations, comprehensive loss and cash flow of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month such fiscal period ending on January 31, 2010then ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPeach case, 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 its operations and consolidated cash flows of the Borrower and its consolidated cash flows Subsidiaries for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 20102020, and the related unaudited consolidated statements of income operations, comprehensive loss and cash flows flow of the Borrower and its consolidated Subsidiaries for the twelve-month fiscal period ended on such datethen ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, in each case, 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 its operations and consolidated cash flows of the Borrower and its consolidated cash flows Subsidiaries for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such Such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. Borrower agrees to promptly deliver to Lender all publicly filed financial information when and to the extent that the same is made available to the general public. Borrower has heretofore furnished to Lender a copy of (a) The unaudited pro forma its consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of its consolidated Subsidiaries for the fiscal year of Borrower as at February 3, 2008, February 1, 2009 and January ended December 31, 2010, 1997 and the related consolidated statements of income and retained earnings and of cash flows for Borrower and its consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the Fiscal Years ended on figures for the previous year, (b) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for such datesfiscal year and the related consolidated statements of income and retained earnings and of cash flows for Borrower and its consolidated Subsidiaries for such fiscal year, reported on by and accompanied by an unqualified report from setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of Ernst & Young LLPand Coopers & Xxxxxxx and (c) its consolidated balance sheet and the consolidated balance sheets of its consolidated Subsidiaries for the quarterly fiscal period of Borrower ended March 31, present 1998 and the related consolidated statements of income and retained earning and of cash flows for Borrower and its consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the previous year. All such financial statements are complete and correct and fairly present, in all material respects, the consolidated financial condition of the Borrower as at such date, and its Subsidiaries and the consolidated results of its their operations and its consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such datedates and for such fiscal periods, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein)on a consistent basis. No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January Since March 31, 2010 to and including the date hereof1998, there has been no Disposition by any Group Member material adverse change in the consolidated business, operations or financial condition of any material part of Borrower and its business or propertyconsolidated Subsidiaries taken as a whole from that set forth in said financial statements.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 2010 2003 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to believed by the Borrower to be reasonable and correct as of the date of delivery thereof, and presents fairly the Borrower’s good faith estimate on a pro forma basis of the estimated financial position of Borrower and its consolidated Subsidiaries as at January March 31, 20102003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower Acquired Business as at February 3, 2008, February 1, 2009 and January December 31, 20102002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young LLPGxxxx Xxxxxxxx, present fairly in all material respects the consolidated financial condition of the Borrower Acquired Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower Acquired Business as at January March 31, 20102003, and the related unaudited consolidated statements of income and cash flows for the twelvethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Acquired Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2002 to and including the date hereof, hereof there has been no Disposition by any Group Member the Acquired Business of any material part of its business or propertyProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010 2005 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetRefinancing, (ii) or at the beginning loans to be made on the Initial Borrowing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared in good faith and was based on upon assumptions which, in light of the best information available to circumstances under which they were made, were believed by the Borrower as of the date of delivery thereofin good faith to be reasonable (it being understood that projections by their nature are inherently uncertain, actual results may differ from projections and such differences may be material) and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at January 31its fiscal quarter ending September 30, 20102005, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102003 and December 31, 2004, and the related consolidated statements of income operations, changes in stockholders’ equity and of cash flows for each of the Fiscal Years three years in the period ended on such datesDecember 31, 2004, reported on by and accompanied by an unqualified the report from Ernst & Young Xxxxx Xxxxxxxx LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31its fiscal quarter ending September 30, 20102005, and the related unaudited consolidated (i) statements of income operations and cash flows for the twelvethree-month and year-to-date periods ended on such date and (ii) the statement of stockholders’ equity for the year-to-date period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2004 to and including the date hereof, hereof there has been no Disposition by any Group Member the Borrower and its Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January each of December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2017 and December 31, 2016 and the related pro forma consolidated statement statements of income operations and of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 12-month period ending fiscal years ended on January 31such dates, 2010reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, are complete and presents fairly on a pro forma basis the estimated financial position of Borrower correct and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the twelve-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any of the following except as disclosed in the Borrower’s Form 10-K and 10-Q filings: any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing financial statements referred to or in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertynotes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Hanover and its consolidated Subsidiaries as at January 31September 30, 2010 (including the notes thereto) 2003 (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made and the 2003 Notes and the Hanover Convertible Notes to be issued on the Closing Date and the use of such date proceeds thereof, (in ii) the case termination of the Pro Forma Balance Sheet1999 Synthetic Lease and the Existing Credit Agreement and (iii) or at the beginning payment of fees and expenses in connection with the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Hanover as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower Hanover and its consolidated Subsidiaries as at January 31September 30, 20102003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Hanover and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102001 and December 31, 2002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition conditions of the Borrower Hanover and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Hanover and its consolidated Subsidiaries as at January 31September 30, 20102003, and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, present fairly in all material respects the consolidated financial condition conditions of the Borrower Hanover and its consolidated Subsidiaries, as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvenine-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has Hanover, HCLP and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31September 30, 2010 2003 to and including the date hereof, hereof there has been no Disposition by Hanover or any Group Member of its Subsidiaries, as applicable, of any material part of its their business or propertyproperty (other than to Hanover or any of its Subsidiaries).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2003 and December 31, 2002 and the related pro forma consolidated statement statements of income operations and of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 12-month period ending fiscal years ended on January 31such dates, 2010reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, are complete and presents fairly on a pro forma basis the estimated financial position of Borrower correct and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its their operations and its their consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 20102004 or, if later and prior to the Signing Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the twelve-month fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the twelve-month fiscal period then ended (subject to normal year-end audit adjustments)ended. All such annual financial statements, including the related schedules and notes thereto, have been were, as of the date prepared, prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or material unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertynotes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, Financial Statements have been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransactions, (ii) or at the beginning Loans to be made on the Closing Date and the use of proceeds thereof, and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on the best information available to assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of Borrower the Borrower, Holdings and its consolidated their respective Subsidiaries as at January 31, 2010of the date of delivery thereof, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Borrower, Holdings and their consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January of December 31, 20102016, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPdate, present fairly in all material respects the consolidated financial condition of the Borrower Borrower, Holdings and their consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal year then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income of Borrower, Holdings and cash flows their consolidated Subsidiaries for the twelve-month period fiscal quarters ended on such dateMarch 31, 2017, June 30, 2017 and September 30, 2017 present fairly in all material respects the consolidated financial condition of the Borrower Borrower, Holdings and their consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-three, six or nine month period period, as applicable, then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyGAAP.

Financial Condition. (a) The consolidated balance sheets of the Borrower and its consolidated Subsidiaries at December 31, 2001 and the related consolidated statements of operations, of stockholders' equity and of cash flows for the fiscal year ended on such date, together with the related notes and schedules thereto, reported on by Arthur Andersen LLP, copies of which have heretofore been furnished tx xxxx Xxxxxx, 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 their operations and their consolidated cash flows for the fiscal year then ended. (b) The unaudited pro forma condensed consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2002 and the related pro forma unaudited condensed consolidated statement statements of income operations, of the Borrower stockholders' equity and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 129-month period ending ended on January 31such date, 2010together with the related notes and schedules thereto, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to present fairly in all material respects the Transactions as if such events had occurred as consolidated financial condition of such date (in the case each of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its their respective operations and its their consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve9-month period then ended (subject to normal year-end audit adjustments). . (c) All such financial statementsstatements referred to in this subsection 5.1, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has On the Closing Date, except for this Agreement, the other Loan Documents and the matters disclosed in Schedule 5.1 and 5.20, neither the Borrower nor any of its consolidated Subsidiaries have, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesHedging Agreements, that are which is not reflected in the most recent financial statements referred to in this paragraphsubsections 5.1(a) or (b) or in the notes thereto to the extent required by GAAP. During the period from January 311, 2010 2002 to and including the date hereof, there has been no Disposition sale, transfer or other disposition by the Borrower or any Group Member of its consolidated Subsidiaries of any material part of its business or propertyProperty and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at January 1, 2002, other than the Acquisition or as set forth on Schedule 5.1.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31July 12, 2010 2000 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Loans to be made and the Borrower Subordinated Notes and Holdings Senior Unsecured Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower Holdings and its consolidated Subsidiaries as at January 31July 12, 20102000, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at February 3December 29, 20081999, February 1December 30, 2009 1998 and January December 31, 20101997, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young Deloitte and Touche LLP, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at January 31July 12, 20102000, and the related unaudited consolidated statements of income and cash flows for the twelvesix-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvesix-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has As of the Closing Date and except as contemplated hereby in connection with the Transactions, Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31December 29, 2010 1999, to and including the date hereofClosing Date, there has been no Disposition by any Group Member the Borrower and its Subsidiaries of any material part of its business or propertyProperty other than the disposition of no more than 15 restaurants in the ordinary course of business.

Financial Condition. (a) The unaudited pro forma proforma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 2010 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made, the Senior Notes to be issued and the Equity Financing to be consummated on the Closing Date and the use of such date proceeds thereof and (ii) the payment of fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma proforma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at January March 31, 20102006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102005, December 31, 2004 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 20102006, and the related unaudited consolidated statements of income and cash flows for the twelvethree-month period ended on such date, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-year end audit adjustments), and shall have been reviewed by the aforementioned firm of accountants as provided in Statement of Auditing Standards No. 100. All such financial 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 Group Member has The Borrower and its Subsidiaries do not have any material obligation, material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2005 to and including the date hereof, hereof there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the Borrower’s or any of its Subsidiaries’ business or propertyProperty.

Financial Condition. (a) The unaudited pro forma Each of (i) the consolidated balance sheet of the Borrower Westinghouse and its consolidated Consolidated Subsidiaries as at January December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 20101994, and the related consolidated statements of income and of cash flows of Westinghouse and its Consolidated Subsidiaries for the Fiscal Years fiscal year ended on such datesdate, reported on by and accompanied by an unqualified report from Ernst & Young with the opinion thereon of Price Waterhouse LLP, present fairly and (ii) the consolidated financial condition balance sheets of the Borrower Westinghouse and its Consolidated Subsidiaries as at such dateMarch 31, 1995 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 the Borrower as at January 31June 30, 20101995, and the related unaudited consolidated statements of income and cash flows of Westinghouse and its Consolidated Subsidiaries for the twelve-month period fiscal quarters ended on such datedates, all certified by a Financial Officer of Westinghouse, heretofore furnished to each of the Lenders, fairly present fairly the consolidated financial condition of the Borrower Westinghouse and its Consolidated Subsidiaries as at such date, dates and the consolidated results of its their operations and its consolidated cash flows for the twelve-month period then fiscal year or fiscal quarter ended on such dates in accordance with GAAP (subject subject, in the case of the statements referred to normal in clause (ii) above, to year-end audit adjustments). All Neither Westinghouse nor any of its Material Subsidiaries had on such financial statementsdates any known material contingent liability, including except as referred to or reflected or provided for in the related schedules and Exchange Act Report or in such balance sheets (or the notes thereto) as at such dates. (b) The pro forma consolidated balance sheet of Westinghouse and its Consolidated Subsidiaries (including CBS and its Consolidated Subsidiaries) as at June 30, have been prepared 1995, adjusted to give effect to the consummation of the Merger and the financing contemplated hereby (as if such events had occurred on such date) and the pro forma consolidated statement of income of Westinghouse and its Consolidated Subsidiaries (including CBS and its Consolidated Subsidiaries) for the portion of the fiscal year ended on such date, adjusted to give effect to the consummation of the Merger and the financing contemplated hereby (as if such events had occurred on the first day of such fiscal year), all certified by a Financial Officer of Westinghouse, heretofore furnished to each of the Lenders, fairly present on a pro forma basis the consolidated financial condition of Westinghouse and its Consolidated Subsidiaries (including CBS and its Consolidated Subsidiaries) as at such date and the consolidated results of their operations for the portion of the fiscal year ended on such date, as adjusted, as described above, all in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereinsubject to year-end audit adjustments). No Group Member . (c) There has any been no material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected adverse change in the most recent consolidated financial condition, operations, assets, business or prospects taken as a whole of Westinghouse and its Consolidated Subsidiaries (it being understood that, from and after the Merger Date, such Consolidated Subsidiaries shall include CBS and its Consolidated Subsidiaries) from that set forth in the pro forma financial statements referred to in Section 3.2(b) (or, in the case of the representation and warranty made pursuant to this paragraph. During Section 3.2(c) on the period Closing Date, from January that set forth in the financial statements of Westinghouse for the fiscal year ended December 31, 2010 1994 referred to in Section 3.2(a)) (it being LAW2:13233 53 48 agreed, however, that, with respect to Westinghouse and including CBS, none of (i) the date hereof, there has been no Disposition reduction by any Group Member rating agency of any rating assigned to Indebtedness of Westinghouse or CBS, (ii) non-cash provisions for loan losses and additions to valuation allowances, (iii) any change in GAAP or compliance therewith and (iv) any legal or arbitral proceedings which have been disclosed in the Exchange Act Report, whether threatened, pending, resulting in a judgment or otherwise, prior to the time a final judgment for the payment of money shall have been recorded against Westinghouse or CBS or any Material Subsidiary by any Governmental Authority having jurisdiction, and the judgment is non-appealable (or the time for appeal has expired) and all stays of execution have expired or been lifted shall, in and of itself, constitute such a material part of its business or propertyadverse change).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31September 30, 2010 2003 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the transactions contemplated hereby and (ii) the payment of such date (fees and expenses in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31September 30, 20102003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102001 and December 31, 2002 and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on certified without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January 31September 30, 20102003, and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvenine-month period then ended (subject to normal year-end audit adjustmentsadjustments and to the absence of footnotes). All such financial 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 disclosed in the aforementioned firm of accountants and disclosed thereinnotes thereto). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphparagraph (b) (or in the notes thereto) or permitted to be incurred under this Agreement. During the period from January December 31, 2010 2002 to and including the date hereof, of this Agreement there has been no Disposition by any Group Member the Borrower of any material part of its business or propertyProperty, except as permitted by Section 7.5.

Financial Condition. (a) The unaudited pro forma consolidated ------------------- --- ----- balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January 31June 30, 2010 1999 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which ----------------------- have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetTransactions, (ii) or at the beginning Loans to be made and the Acceptances to be created on the Closing Date and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereofthereof and on good faith estimates and assumptions believed to be reasonable at the time made, and presents fairly in all material respects on a pro forma basis --- ----- the estimated financial position of Borrower Holdings and its consolidated Subsidiaries as at January 31June 30, 20101999, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Canadian Borrower (prior to the Transactions) as at February 3, 2008, February 1, 2009 and January August 31, 20101997 and August 31, 1998, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLPKPMG Peat Marwick, present fairly in all material respects the consolidated financial condition of the Canadian Borrower (prior to the Transactions) as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Canadian Borrower (prior to the Transactions) as at January 31June 30, 20101999, and the related unaudited consolidated statements of income and cash flows for the twelveten-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Canadian Borrower (prior to the Transactions) as at such date, and the consolidated results of its operations for the ten-month period then ended (subject to normal year-end audit adjustments and the absence of certain notes thereto). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with Canadian GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Immediately prior to the consummation of the Transactions, the Canadian Borrower does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from August 31, 1998 to and including the date hereof there has been no Disposition by the Canadian Borrower of any material part of its business or Property, except pursuant to the Transactions. (c) The audited consolidated balance sheets of the U.S. Borrower (prior to the Transactions) as at December 31, 1997 and December 31, 1998, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP (in respect of 1997) and Xxxxxx Xxxxxxxx & Co. (in respect of 1998), present fairly in all material respects the consolidated financial condition of the U.S. Borrower (prior to the Transactions) as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelverespective fiscal years then ended. The unaudited consolidated balance sheet of the U.S. Borrower (prior to the Transactions) as at June 30, 1999, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly in all material respects the consolidated financial condition of the U.S. Borrower (prior to the Transactions) as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of certain notes thereto). All such financial 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 Group Member has Immediately prior to the consummation of the Transactions, the U.S. Borrower does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 1998 to and including the date hereof, hereof there has been no Disposition by any Group Member the U.S. Borrower of any material part of its business or propertyProperty, except pursuant to the Transactions.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31of December 30, 2010 2001 and the audited consolidated statements of operations and statements of cash flows for the years ended December 30, 2001 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by PricewaterhouseCoopers, LLP, (ii) have been prepared in accordance with GAAP consistently, applied throughout the “Pro Forma Balance Sheet”periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and the related pro forma consolidated statement of income cash flows of the Borrower and its consolidated Subsidiaries (as of such date and for such periods. The unaudited interim balance sheets of the “Pro Forma Statement Borrower and its Subsidiaries as at the end of, and the related unaudited interim statements of Income”) for operations and of cash flows for, each quarterly period ended after December 30, 2001 and prior to the 12-month period ending on January 31, 2010, copies of which Closing Date have heretofore been furnished to each Lender. Such interim financial statements for each such quarterly period, (i) have been prepared giving effect in accordance with Regulation S-X of the Securities and Exchange Commission consistently applied throughout the periods covered thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the Transactions as if such events had occurred consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such date (in and for such periods. During the case period from September 29, 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the Pro Forma Balance Sheet) business or at the beginning property of the period (in the case of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries Subsidiaries, taken as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010a whole, and the related consolidated statements no purchase or other acquisition by any of income and them of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries, taken as a whole, in each case, which has not been disclosed in writing to the Lenders on or prior to the Closing Date or otherwise publicly disclosed. (b) The projected consolidated cash flows for the respective Fiscal Years then ended. The unaudited consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as at January 31, 2010the end of, and the related unaudited consolidated projected statements of income operations and of cash flows for for, the twelve-month period years ended on such dateDecember 28, present fairly 2003, January 2, 2005 and January 1, 2006 (heretofore furnished to each Lender) are based upon reasonable assumptions made known to the consolidated financial condition of the Borrower as at such date, Lenders and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject upon information not known to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared be incorrect or misleading in accordance with GAAP applied consistently throughout the periods involved any material respect (except as approved by otherwise previously publicly disclosed), subject to the aforementioned firm of accountants uncertainties and disclosed therein). No Group Member has approximations inherent in any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2010 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or propertyprojections.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 1997 (including the notes thereto) (the "Holdings Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on December 31, 1997) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date, the Senior Subordinated Notes to be issued on the Closing Date and the Holdings Discount Debentures to be issued on the Closing Date, and the use of proceeds of each thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of Holdings. The Holdings Pro Forma Balance Sheet has been prepared based on the best information available to Holdings 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 and its consolidated Subsidiaries as at December 31, 1997, assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended (the "Securities Act"). The unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the nine-month period ended December 31, 1997 (including the notes thereto) (the "Holdings Pro Forma Income Statement"; collectively with the Holdings Pro Forma Balance Sheet, the "Holdings Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such nine-month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date, the Senior Subordinated Notes to be issued on the Closing Date and the Holdings Discount Debentures to be issued on the Closing Date, and the use of proceeds of each thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Holdings Pro Forma Income Statement has been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of Holdings and its consolidated Subsidiaries as at December 31, 1997 and the consolidated results of their operations for the nine-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such nine-month period, prepared in accordance with Regulation S-X under the Securities Act. (ii) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January December 31, 2010 1997 (including the notes thereto) (the “"Borrower Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of such date on December 31, 1997) to (in i) the case consummation of the Pro Forma Balance SheetTransactions, (ii) or at the beginning Loans to be made on the Closing Date and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds of each thereof, (iii) the equity contributions to be made by Holdings to the Borrower, (iv) the payment of fees and expenses in connection with the foregoing and (v) material acquisitions consummated during the last two fiscal years of the period (in the case of the other financial statements)Borrower. The Borrower Pro Forma Balance Sheet has been prepared based on the best information available to 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 the Borrower and its consolidated Subsidiaries as at January December 31, 20101997, assuming that the events specified in the preceding sentence had actually occurred at on such date, prepared in accordance with Regulation S-X under the Securities Act. The unaudited pro forma consolidated statement of 61 operations of the Borrower and its Subsidiaries for the nine-month period ended December 31, 1997 (including the notes thereto) (the "Borrower Pro Forma Income Statement"; collectively with the Borrower Pro Forma Balance Sheet, the "Borrower Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such nine-month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds of each thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Borrower Pro Forma Income Statement has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 1997 and the consolidated results of their operations for the nine-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such nine-month period, prepared in accordance with Regulation S-X under the Securities Act. (bi) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at February 3, 2008, February 1, 2009 and January March 31, 20101995, March 31, 1996 and March 31, 1997, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal year ended on such datesMarch 31, 1997, the seven months ended March 31, 1996, the five months ended August 31, 1995 and the fiscal year ended March 31, 1995, reported on by and accompanied by an unqualified report from Ernst Arthxx Xxxexxxx XXX or Deloitte & Young Touche LLP, as the case may be, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at January December 31, 20101997, and the related unaudited consolidated statements of income and cash flows for the twelvenine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvenine-month period then ended (subject to normal year-end audit adjustments). All such financial 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 firms of accountants and disclosed therein). Holdings and its Subsidiaries do not have any material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraph (b)(i). During the period from March 31, 1997 to and including the date hereof, there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or Property. (ii) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 1995, March 31, 1996 and March 31, 1997, and the related consolidated statements of income and of cash flows for the fiscal year ended March 31, 1997, the seven months ended March 31, 1996, the five months ended August 31, 62 1995 and the fiscal year ended March 31, 1995, reported on by and accompanied by an unqualified report from Arthxx Xxxexxxx XXX or Deloitte & Touche LLP, as the case may be, 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 its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1997, and the related unaudited consolidated statements of income and cash flows for the nine-month period 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 its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial 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 Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraphparagraph (b)(ii). During the period from January March 31, 2010 1997 to and including the date hereof, there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of its business or propertyProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010, copies of which have heretofore been Financial Statements furnished to each Lender, Lender pursuant to Section 7.1(c) have been or will be prepared giving effect to the Transactions (as if such events had occurred as of on such date (in date) to the case consummation of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)Transaction. The Pro Forma Balance Sheet has Financial Statements have been or will be prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly or will present fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31and for each of the dates and periods set forth therein; provided that insofar as this representation relates to the financial information of Constellation, 2010, assuming that this representation is made solely to the events specified in the preceding sentence had actually occurred at such dateBorrower's knowledge. (bi) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at February 3, 2008, February 1, 2009 and January December 31, 20102004, December 31, 2005 and December 31, 2006, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited . (ii) To the Borrower’s knowledge based only on publicly available information, the audited consolidated balance sheet sheets of the Borrower Constellation and its Subsidiaries as at January 31June 30, 20102006, and the related unaudited consolidated statements of income and of cash flows for the twelve-month period fiscal years ended on such date, present fairly the consolidated financial condition of the Borrower Constellation and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month respective fiscal years then ended. (iii) The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2006 and at least 45 days prior to the Effective Date, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, will present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-year end audit adjustments). (iv) To the Borrower's knowledge based on publicly available information, the unaudited consolidated balance sheet of Constellation and its Subsidiaries for each fiscal quarter ended after June 30, 2006 and at least 45 days prior to the Effective Date, and the related unaudited consolidated statements of income and cash flows for the period ended on such date, will present fairly in all material respects the consolidated financial condition of Constellation and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP or International Financial Reporting Standards, as applicable, applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein); provided that insofar as this representation relates to the financial information of Constellation, this representation is made solely to the Borrower's knowledge. No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January December 31, 2010 2006 to and including the date hereof, hereof there has been no Disposition by any Group Member of any material part of its business or propertyproperty that, if this Agreement had been in effect at such time, would have been prohibited hereunder.

Financial Condition. (ai) The Borrower's Consolidated balance sheets (which includes Lakeshore and Lakes Mall) for the fiscal year ended as of December 31, 2003, and the related Consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K, and (ii) the unaudited pro forma consolidated interim Consolidated balance sheet of the Borrower Borrower, Lakeshore and its consolidated Subsidiaries as at January 31Lakes Mall for September 30, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) 2004 and the related pro forma consolidated statement Consolidated statements of income operations and Consolidated statements of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) cash flows for the 12-month period ending on January 31then ended, 2010, copies a copy of each of which have heretofore has been furnished to each Lenderthe Bank, have been prepared giving effect together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the Transactions financial condition of Borrower, Lakeshore and Lakes Mall as if such events had occurred as of such date (in the case of the Pro Forma Balance Sheet) or at the beginning date of said balance sheets and the period (in the case results of the other financial statements). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower its operations for said periods and as of the date of delivery thereofclosing of this Loan Agreement and related transactions, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the consolidated financial condition of the Borrower as at such 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 the Borrower as at January 31, 2010, and the related unaudited consolidated statements of income and cash flows for the twelve-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelve-month period then ended (subject to normal year-end audit adjustments)respectively. All such financial statements, including the related schedules and notes thereto, 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During on a consistent basis maintained through the period from January 31involved. (b) Since September 30, 2010 to and including the date hereof2004, there has been no Disposition by substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower, Lakeshore and/or Lakes Mall. (i) The audited balance sheet of CBL Properties, Inc. for the fiscal year ended on December 31, 2003, the unaudited balance sheet of CBL Properties, Inc. for the period ended September 30, 2004, and the related statements of operations and of cash flows for the year ended 2003 and the period ended September 30, 2004, a copy of which has been furnished to the Bank, together with any Group Member explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of any material part CBL Properties, Inc. as at the date of said balance sheets and the results of its business operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved. (d) Since September 30, 2004, there has been no substantial adverse change in the business, properties, condition (financial or propertyotherwise), or results of operations of CBL Properties, Inc. (e) The warranties and representations made in this Section 5.3 are and were made as of the date of this Loan Agreement and any violation thereof shall be determined as of that date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January 31December 28, 2010 2002 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as of on such date date) to (in i) the case consummation of the Pro Forma Balance SheetAcquisition, (ii) or at the beginning Term Loans to be made hereunder and the loans, if any, to be made under the Revolving Credit Agreement on the Amendment/Restatement Effective Date, and the use of proceeds thereof and (iii) the period (payment of fees and expenses in connection with the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 31December 28, 20102002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3December 30, 20082000, February 1December 29, 2009 2001 and January 31December 28, 20102002, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Ernst & Young KPMG LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of Holdings as at December 28, 2002 presents fairly the consolidated financial condition of Holdings as at such date. The unaudited consolidated balance sheet of the Borrower as at January 31June 28, 20102003, and the related unaudited consolidated statements of income and cash flows for the twelvesix-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvesix-month period then ended (subject to normal year-end audit adjustments). All such financial 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 thereintherein and subject, in the case of the financial statements as of and for the period ended June 28, 2003, to normal year end audit adjustments and the absence of notes). No Group Member has Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesderivatives (except in connection with the Acquisition), that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31December 28, 2010 2002 to and including the date hereof, hereof there has been no Disposition by any Group Member the Borrower of any material part of its business or propertyProperty. (c) As of the Amendment/Restatement Effective Date, except as set forth in the accounting policies described and set forth in Schedule 4.9 of the Asset Purchase Agreement, the line items set forth in (i) the unaudited product contribution statements in respect of the Acquired Assets for the years ended December 31, 2001 and December 31, 2002, and (ii) the unaudited product contributions statements in respect of the Acquired Assets for the six months ended June 30, 2003, to the best of the Borrower's knowledge, fairly present in all material respects the information purported to be presented in such line items at the dates and for the periods indicated therein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at January March 31, 2010 (including the notes thereto) 2006 (the “"Pro Forma Balance Sheet”) and the related pro forma consolidated statement of income of the Borrower and its consolidated Subsidiaries (the “Pro Forma Statement of Income”) for the 12-month period ending on January 31, 2010"), copies of which have heretofore been furnished to each Lender, have has been prepared giving effect to the Transactions (as if such events had occurred as on such date) to (i) the Loans to be made on the Closing Date and the use of such date proceeds thereof and (ii) the payment of fees and expenses due and payable in connection with the case of the Pro Forma Balance Sheet) or at the beginning of the period (in the case of the other financial statements)foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to 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 Borrower and its consolidated Subsidiaries as at January March 31, 20102006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at February 3, 2008, February 1, 2009 and January December 31, 20102004 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Years fiscal years ended on such dates, reported on by and accompanied by an unqualified report with respect to such financial statements from Ernst & Young PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at January March 31, 20102006, and the related unaudited consolidated statements of income and cash flows for the twelvethree-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the twelvethree-month period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial 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 Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January March 31, 2010 2006 to and including the date hereof, hereof there has been no Disposition by any Group Member of any material part of its business or property.