Common use of Financial Condition Clause in Contracts

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, 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, 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.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at December 31January 3, 20052009, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at March 31October 4, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062009, and the related unaudited consolidated statements of income and cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month quarterly period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As During the period from the date of the Amended and Restated Effective Date, 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, 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 audited consolidated balance sheet delivered pursuant to this Section 5.01(a) to and including the Closing Date, there has been no Disposition by Holdings of any material part of its business or property 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 this paragraphfull force and effect as described in Holdings' Form 10-K filing for the fiscal year ended January 3, 2009.

Financial Condition. The audited consolidated balance sheets Beginning with the annual financial statements of KKR REIT for the Borrower and its consolidated Subsidiaries as at fiscal year ended on December 31, 20052015, the audited balance sheet of KKR REIT as at the fiscal year most recently ended for which such audited balance sheet is available, and the related consolidated audited statements of income and retained earnings and of cash flows for the Fiscal Year ended on such datefiscal year then ended, along with a separate presentation of Guarantor’s financial information, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the audit conducted by KKR REIT’s independent certified public accountants, copies of which have been delivered to Buyer, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries KKR REIT as at of such date, date and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statementsstatements of KKR REIT delivered by Guarantor to Buyer, including the related schedules and notes theretonotes, have been were prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved disclosed therein; and further all unaudited financial statements for periods ended after the Closing Date were prepared in a manner consistent with the unaudited financial statements that were delivered to Buyer by Guarantor prior to the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)Closing Date. As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any Guarantor has no material Guarantee Obligations, contingent liabilities and liabilities liability or liability for taxes, taxes or any long-long term leases lease or unusual forward or long-long term commitmentscommitment, includingincluding any Derivatives Contract, without limitationwhich is not accounted for in the foregoing statements or notes. Since the date of the financial statements and other information delivered to Buyer prior to the Closing Date, neither Seller nor Guarantor has sold, transferred or otherwise disposed of any interest rate material part of its property or foreign currency swap assets (except pursuant to the Repurchase Documents) or exchange transaction acquired any property or assets (including Equity Interests of any other obligation in respect of derivatives, Person) that are not reflected material in relation to the most recent financial statements referred to in this paragraphcondition of Seller.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Consolidated Subsidiaries as at December 31, 2005, 2001 and the related consolidated statement of income, stockholders' equity and cash flow of the Company and its Consolidated Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Pricewaterhouse Coopers L.L.P. heretofore furnished to Holders and the unaudited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at May 31, 2002 and their related consolidated statements of income income, stockholders' equity and cash flow of cash flows the Company and its Consolidated Subsidiaries for the Fiscal Year five (5) month period ended on such datedate heretofore furnished to Holders, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-five (5) month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including Neither the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout Company nor any Subsidiary has on the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since December 31, without limitation2001, there has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Company or any interest rate or foreign currency swap or exchange transaction Subsidiary have been materially and adversely affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation in respect labor disturbance, embargo, requisition or taking of derivativesProperty or cancellation of contracts, that are permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy. The unaudited pro forma projected consolidated balance sheet of the Company and its Consolidated Subsidiaries at the Closing Date (which proforma shall be based on the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 2002, adjusted to reflect the transactions contemplated herein), and the unaudited pro forma projected consolidated statement of income of the Company and its Consolidated Subsidiaries as of the Closing Date, heretofore furnished to Holders, represent Company's best estimate of the pro forma projected consolidated financial condition of the Company and its Consolidated Subsidiaries as at the Closing Date after giving effect to the transactions contemplated herein provided projections as to future performance should not reflected in the most recent financial statements referred to in this paragraphbe construed as a guarantee of future performance.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Waste Corporation as at December 31, 2005, 2003 and the related consolidated statements statement of income income, stockholders' equity and of cash flows flow for the Fiscal Year fiscal year ended on said date, with the opinion thereon of KPMG heretofore furnished to each of the Lenders, are complete and correct and fairly present the consolidated financial condition of Waste Corporation and its Consolidated Subsidiaries as at said dates and the results of its operations for the fiscal year, all in accordance with GAAP, as applied on a consistent basis. The unaudited consolidated balance sheet of the Borrower as at March 31, 2004 and the related consolidated statement of income, stockholders' equity and cash flow for the portion of the fiscal year ended on such date, reported on by date are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such said date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries all in accordance with GAAP, as at March 31, 2006, or if available applied on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended a consistent basis (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 and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments other than those customary in Borrower's business or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in the Financial Statements or in Schedule 7.02. Since March 31, without limitation2004, there has been no change or event that could reasonably be expected to have a Material Adverse Effect. Since the date of the Financial Statements, neither the Properties of the Borrower or any interest rate or foreign currency swap or exchange transaction Subsidiary have been affected as a result of any fire, explosion, earthquake, flood, drought, windstorm, accident, strike or other obligation labor disturbance, embargo, requisition or taking of Property or cancellation of contracts, permits or concessions by any Governmental Authority, riot, activities of armed forces or acts of God or of any public enemy where such event or matter could reasonably be expected to result in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragrapha Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at January 1, 2000, December 3130, 20052000 and December 29, 2001 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche Arthur Andersen LLP, present fairly in all material respects the consolidated financial condition of the xxxxxtixx xx xhe Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31September 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that (i) are not material to the Borrower and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in the Borrower's most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date of this Agreement (such filings, the "SEC Filings"). During the period from December 29, 2001 to and including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to the Borrower and its Subsidiaries taken as a whole except as set forth in the most recent financial statements referred to in this paragraph or in the Borrower's SEC Filings.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052000, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2000, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, 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 their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (orthree months ended March 31, in the event the June 302001, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, 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 their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe March 31, normal 2001 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 2001 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at March 31, 2001.

Financial Condition. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2013, June 30, 20062013 and September 30, and 2013, the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available2013 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, the 6-month period) ended on such date2013, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no 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, without limitation, 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, referred in the notes thereto or described under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 12, 2013 (for the period ended September 30, 2013) or listed on Schedule 3.1 hereto.

Financial Condition. (a) (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 20052002, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended, (ii) the unaudited consolidated balance sheet of Holdings as at March 31, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of Holdings as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All ) and (iii) all such financial statements, including the any 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 and and, in the case of clause (ii), except with respect to interim financials, normal year-end audit adjustmentsfor the absence of footnotes). As of the Amended and Restated Amendment Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, 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, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans (it being understood that “material” shall be construed in the context of all Group Members taken as a whole). During the period from December 31, 2002 to and including the date hereof, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. The audited Obligors have heretofore furnished to each of the Lenders the consolidated and consolidating balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated and consolidating statements of income, retained earnings and cash flow of the Company and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of Arthur Andersen L.L.P., and the unaudited consolidated and consolidaxxxx xaxxxxx xxeets of the Company and its Subsidiaries as at July 31, 1997 and the related consolidated and consolidating statements of income and retained earnings of cash flows the Company and its Subsidiaries for the Fiscal Year seven-month period ended on such date, reported on by . All such financial statements are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateObligors, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event case of said consolidating financial statements) the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated respective unconsolidated financial condition of the Borrower and its consolidated Subsidiaries Obligors, as at such date, said dates and the consolidated and unconsolidated results of its their operations and its consolidated cash flows for the 3fiscal year and seven-month period ended on said dates (orsubject, in the event the June 30case of such financial statements as at July 31, 2006 unaudited consolidated balance sheets are available1997, the 6-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 generally accepted accounting principles and practices applied consistently throughout the periods involved (on a consistent basis, except as approved by otherwise indicated in the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)notes thereto. As None of the Amended and Restated Effective Date, Obligors has on the Borrower and its Subsidiaries do not have date hereof any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingin each case, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not a type required to be reflected in a balance sheet prepared in accordance with GAAP, except as referred to or reflected or provided for in said balance sheets as at said dates. Since December 31, 1996, there has been no material adverse change in the most recent consolidated financial condition, operations, business or prospects taken as a whole of the Obligors from that set forth in said financial statements referred to in this paragraphas at said date.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG 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 such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, 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, without limitation, 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.

Financial Condition. The audited consolidated balance sheets of the Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of December 31, 2005, 2017 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31(including, 2006in each case, or (x) the Securitization Manager, if available on or prior applicable, and, if any, the subsidiary acting in a capacity analogous to the Amended Securitization Manager pursuant to any Additional Securitization Arrangements and Restated Effective Date, June 30, 2006, and (y) the related unaudited consolidated statements Specified Unrestricted Foreign Entities) as of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal years then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended The Parent and Restated Effective Date, its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) 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, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2017 to and including the date hereof there has been no Disposition by the Parent or the Borrower of any material part of their respective businesses or Properties.

Financial Condition. The Borrower has heretofore delivered, or caused to be delivered, to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052000, December 31, 1999 and December 31, 1998 and the related consolidated statements of income income, stockholders' equity and of cash flows of Borrower and its Subsidiaries for the Fiscal Years then ended, (ii) the unaudited consolidated balance sheet of Borrower and its Subsidiaries as at February 28, 2001 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Borrower and its Subsidiaries for the two months then ended, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year ended on such datethen ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects (iv) the audited consolidated financial condition balance sheet of the Borrower and its consolidated Subsidiaries BJI as at such dateSeptember 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries BJI as at March 31February 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the 3-month period two months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (oron a consolidated 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 basis) of the entities described therein for each of the periods then ended, subject, in the event case of any such unaudited financial statements, to the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition absence of the Borrower footnotes and its consolidated Subsidiaries as at such date, to changes resulting from audit and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not (and will not following the funding of the initial Loans) have 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, without limitation, 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 paragraphthe business, operations, properties, assets, condition (financial or otherwise) or prospects of Borrower or any of its Subsidiaries.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052001 and December 31, 2000 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002 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 operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 and nor any of its consolidated Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 20052001, and the related consolidated statement of income, partners' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the fiscal year ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2002, and their related consolidated statements of income income, partners' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the Fiscal Year three month period ended on such datedate heretofore furnished to the Administrative Agent, reported on by are/is complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All Except as reflected or referred to in 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 and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, including2001, without limitationthere has been no change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or 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 paragraphSubsidiary have been materially and adversely affected.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2003 and December 31, 2004, reported on by and accompanied by an unqualified report from from, in respect of the fiscal years ending on December 31, 2003 and December 31, 2004, Deloitte & Touche Touche, 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2005 and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Significant Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases (other than those arising in connection with the Facility Lease Agreement, dated as of May 25, 2004, between SE Ravenswood Trust and KeySpan Ravenswood LLC) or unusual forward or long-term commitments, including, without limitation, 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, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Significant Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052007, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, 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 then ended. The audited statements of income of the Borrower for the fiscal years ended on December 31, 2005, December 31, 2006 and December 31, 2007 present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such Fiscal Yeardate, and the results of its operations (on a consolidated basis) for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062008, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except GAAP. Except with respect to interim financialsany Obligations and the obligations to acquire Target, normal year-end audit adjustments). As no Group Member has, as of the Amended and Restated Effective Closing Date, 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, without limitation, 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 December 31, 2007 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. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2010, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year-year end audit adjustments). All such financial statementsstatements of Cedar Fair LP 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, 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 December 31, 2009 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2020 and the related audited consolidated statements of income operations, comprehensive loss and cash flow of cash flows the Borrower and its consolidated Subsidiaries for such fiscal period then ended, copies of which have heretofore been furnished to the Fiscal Year ended on such dateAdministrative Agent for delivery to each Lender, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPin 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 such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062020, and the related unaudited consolidated statements of income operations, comprehensive loss and cash flows flow of the Borrower and its consolidated Subsidiaries for the 3-month fiscal period (orthen ended, copies of which have heretofore been furnished to the Administrative Agent for delivery to each Lender, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such dateeach 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 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, 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, 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.

Financial Condition. (a) The audited consolidated balance ------------------- sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 20051996 and December 31, 1997, respectively, and the related consolidated statements of income earnings, cash flows and shareholders' equity for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at June 30, 1998 and the related unaudited consolidated statements of earnings and of cash flows for the Fiscal Year six-month period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries (taken as a whole) had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsGuaranty, contingent liabilities and liabilities liability or liability for taxes, or any long-long- term leases lease or unusual forward or long-term commitmentscommitment, 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 statements or in the notes thereto. Except as disclosed in filings with the Securities and Exchange Commission made by the Company on or prior to September 10, 1998, during the period from December 31, 1997 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to condition of the Company and its consolidated Subsidiaries at December 31, 1997, other than any such sale, transfer or other disposition or purchase or acquisition that would have been permitted by this Agreement if this Agreement had been in this paragrapheffect at all times during such period.

Financial Condition. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of December 31, 20052010 and December 31, 2009 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Parent and its Subsidiaries (including (x) the Securitization Manager and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) 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, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by the Parent of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at December 31, 20052006 and December 31, 2005 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Parent and its Subsidiaries and Securitization 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, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2006 to and including the date hereof there has been no Disposition by the Parent of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, and the related consolidated statements of income operations, stockholder's equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxx Xxxxxxxx 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3fiscal year then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2003, and the related unaudited consolidated and consolidating statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated and consolidating cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries 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, without limitation, 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 March 31, 2003 to and including the date hereof there has been no Disposition by the Borrower or any Subsidiary of any material part of its business or property.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001 and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries (other than the Excluded Entities) 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, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not otherwise been disclosed to the Collateral Agent in writing. During the period from January 1, 2002 to and including the Document Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. The unaudited financial statements of Guarantor and its Consolidated Subsidiaries of the fiscal quarter most recently ended, copies of which have been delivered to Buyer or filed with the Securities and Exchange Commission and certified by a Responsible Officer of Guarantor, are complete and correct and present fairly the consolidated financial condition of Guarantor and its Consolidated Subsidiaries as of such date. Commencing with the fiscal year ending December 31, 2018, the audited consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at December 31, 2005the fiscal year most recently ended for which such audited balance sheet is available, and the related audited consolidated statements of income operations, stockholders’ equity and of cash flows for the Fiscal Year ended on such datefiscal year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “going concern” or like qualification arising out of the audit conducted by Guarantor’s independent certified public A&R Limited Guaranty (Citibank and accompanied by an unqualified report from Deloitte & Touche LLPNorthstar) accountants, copies of which have been delivered to Buyer, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at of such date, date and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes theretonotes, have been were prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except therein. Except for Hedging Transactions entered into in connection with respect to interim financials, normal year-end audit adjustments). As Section 12(e) of the Amended and Restated Effective DateRepurchase Agreement, the Borrower and its Subsidiaries do Guarantor does not have any material Guarantee Obligations, contingent liabilities and liabilities liability or liability for taxes, taxes or any long-long term leases lease or unusual forward or long-long term commitmentscommitment, includingincluding any Derivatives Contract, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent foregoing statements or notes. Since the date of the financial statements referred and other information most recently delivered to Buyer or filed with the Securities and Exchange Commission, Guarantor has not sold, transferred or otherwise disposed of any material part of its property or assets (except pursuant to the Transaction Documents) or acquired any property or assets (including Equity Interests of any other Person) that are material in this paragraphrelation to the consolidated financial condition of Guarantor.

Financial Condition. (a) The audited consolidated balance sheets of each of Holding and the Borrower and its consolidated Subsidiaries as at of December 31, 20052004, December 31, 2005 and December 31, 2006 and the related audited consolidated statements of income and of cash flows of each of Holding and the Borrower for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte reports from, in the years ending December 31, 2004 and December 31, 2005, PricewaterhouseCoopers LLP, and in the year ending December 31, 2006, Ernst & Touche Young LLP, present fairly fairly, in all material respects 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 such Fiscal Year. The unaudited the respective fiscal years then ended, of Holding and its consolidated balance sheets Subsidiaries and of the Borrower and its consolidated Subsidiaries Subsidiaries, as applicable. The unaudited consolidated balance sheet of each of Holding the Borrower as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly fairly, in all material respects 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 3nine-month period (orthen ended, in of Holding and its consolidated Subsidiaries and of the event the June 30Borrower and its consolidated Subsidiaries, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended as applicable (subject to the omission of notes and to normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Borrower or Holding, as applicable, and disclosed therein in any such schedules and except with respect notes, and subject to interim financials, normal year-end audit adjustmentsthe omission of notes from such unaudited financial statements). As Except as has been disclosed in writing to the Lenders on or prior to the Closing Date, during the period from December 31, 2006 to and including the Closing Date, there has been no sale, transfer or other disposition by Holding or its Subsidiaries of any material part of the Amended business or property of Holding and Restated Effective Dateits consolidated Subsidiaries, taken as a whole, or of the Borrower and its Subsidiaries do not have consolidated Subsidiaries, 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 Guarantee Obligationsin relation to the consolidated financial condition of Holding and its consolidated Subsidiaries, contingent liabilities and liabilities for taxestaken as a whole, or any long-term leases or unusual forward or long-term commitmentsof the Borrower and its consolidated Subsidiaries, includingtaken as a whole, without limitationin each case, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent foregoing financial statements referred to or in this paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052004 and December 31, 2003 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2005 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 operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 and nor any of its consolidated Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at each of December 31, 20052017 and December 31, 2016 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 its Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052003 and December 31, 2002 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2004 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 operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 and nor any of its consolidated Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at each of December 31, 20052019 and December 31, 2018 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 its Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The Seller has delivered to the Purchaser true and correct copies of the following: audited consolidated balance sheets of the Borrower Seller as of December 31, 1995 and December 31, 1994; the unaudited consolidated balance sheet of the Seller as of December 31, 1996 (the "Unaudited Balance Sheet"); audited consolidated statements of income, consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the years ended December 31, 1995 and December 31, 1994; and the unaudited consolidated statement of income, consolidated statement of retained earnings, and consolidated statement of cash flows of the Seller for the year ended December 31, 1996 (collectively the "Financial Statements"). Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of the Seller and its consolidated Subsidiaries subsidiaries as at December 31, 2005, and the related of its date; each such consolidated statements statement of income and consolidated statement of retained earnings presents fairly the results of operations of the Seller and its consolidated subsidiaries for the period indicated; and each such consolidated statement of cash flows for presents fairly the Fiscal Year ended on information purported to be shown therein, in each case subject in the case of such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets sheet, consolidated statement of the Borrower and its income, consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006statement of retained earnings, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject sheet to normal changes resulting from year-end audit adjustments). All such The financial statements, including the related schedules and notes thereto, statements referred to in this Section 4.1(c) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied consistently throughout the periods involved (except as approved otherwise permitted by the aforementioned firm of accountants and disclosed therein and except GAAP or, with respect to interim financialsfinancial statement footnotes, normal year-end audit adjustments). As the rules and regulations of the Amended Securities and Restated Effective Date, Exchange Commission (the Borrower "Commission") and are in accordance with the books and records of the Seller and its Subsidiaries do not have any material Guarantee Obligationsconsolidated subsidiaries. Since December 31, 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 1996 (the most recent financial statements referred to in this paragraph."Reference Date"):

Financial Condition. The audited consolidated balance sheets of ------------------- the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3respective fiscal years then ended. The unaudited interim consolidated balance sheet of the Borrower and the related unaudited consolidated statements of income and cash flows for the three-month period (orended March 31, in 2000 present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the 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, without limitation, 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 December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at January 1, 2005 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto and normal year end adjustments, 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 and except with respect and, in the case of such unaudited financial statements, subject to interim financials, normal year-end audit adjustmentsthe absence of footnotes). As Except as set forth on Schedule 4.1, as of the Amended and Restated Effective Closing Date, the Borrower and its 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, 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 but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Closing Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any 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 Subsidiaries or guaranteed 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. The audited consolidated balance sheets sheet of ------------------- the Borrower and its consolidated Subsidiaries as at December 3130, 2005, 2000 and the related audited consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers 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 such Fiscal Yearthe fiscal period then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31September 29, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income and of cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such dateof three fiscal quarters then ended, 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 cash flows for such period. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at November 24, 2001 and the related unaudited consolidated statements of income and of cash flows for the 3-month period (orof eleven fiscal months then ended, present fairly in all material respects the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited consolidated balance sheets are available, and the 6-month results of its operations and its cash flows for such 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 discussed therein, the absence of footnotes for all unaudited periods and, in the case of audited financial statements, as approved by the aforementioned relevant firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentsaccountants). As of the Amended and Restated Effective DateHoldings, the Borrower and its their respective 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, 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 December 30, 2000 to and including the Restatement Effective Date there has been no Disposition by Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3127, 2005, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Touche, LLP, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1998 and the related unaudited consolidated statements of income and of cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the 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 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 7.1, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property, other than sales in the ordinary course of business, permitted sales of inventory and sales of obsolete or worn out goods or equipment and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 1998.

Financial Condition. The audited consolidated balance sheets of the ------------------- Borrower and its consolidated Subsidiaries as at December 31, 2005, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Xxxxxxxx, Xxxxx & Touche LLPXxxxxxxx, L.L.P., copies of which have heretofore been furnished to Bank, present fairly in all material respects 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 consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20061998, and the related unaudited consolidated statements of income and of cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have heretofore been filed with the Securities and Exchange Commission and furnished to Bank (in the case of all such statements), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespective dates, and the consolidated results of its their operations and its consolidated changes in cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants, and as disclosed therein and except with respect to interim financialsthat the quarterly statements and the statements as at September 30, normal year1998 and for the nine-end audit adjustmentsmonth period then ended are unaudited and do not include footnotes as would be required for audited financial statements). As Neither Borrower nor any of its Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee Obligationsguarantee obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or of exchange transaction or other obligation in respect of derivativestransaction, that are is not reflected in the most recent foregoing statements or in the notes thereto and which, in the aggregate, would be material to Borrower and Guarantors, taken as a whole, except as set forth on Schedule 9(f). Since December 31, 1997, no change has occurred in the condition, financial statements referred to or otherwise, of Borrower or a Subsidiary thereof that could have a Material Adverse Effect, except as set forth in this paragraphSchedule 9(f).

Financial Condition. The Borrower has delivered to the Administrative Agent and the Lenders: (i) the consolidated balance sheet as at the end of the fiscal year ended March 31, 2010 and consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the fiscal year ended March 31, 2010, in each case audited by a nationally recognized independent accounting firm; (ii) consolidating company-prepared unaudited balance sheet as at the end of the fiscal year ended March 31, 2010 and consolidating statement of income of the Borrower and its Subsidiaries for the fiscal year ended March 31, 2010; (iii) consolidated company-prepared unaudited balance sheets and statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the period beginning April 1, 2010 and ended December 31, 2010; (iv) consolidating company-prepared unaudited balance sheets and statements of income of the Borrower and its Subsidiaries for the period beginning April 1, 2010 and ended December 31, 2010; and (v) consolidated one-year management prepared projections (including detailed consolidating information for sales, costs of sales, labor and rent), including income statements and balance sheets of the Borrower and its consolidated Subsidiaries as at December 31Subsidiaries, 2005each in form and substance satisfactory to the Administrative Agent and certified by a Responsible Officer of the Borrower, and that (A) they fairly present the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Subsidiaries, as at such date, of the dates indicated; (B) with respect to the audited and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets financial statements of the Borrower and its consolidated Subsidiaries as at March 31Subsidiaries, 2006, or if available on or prior to they fairly present the Amended results of their operations and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and their cash flows for the 3-month period (orperiods indicated, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to changes resulting from audit 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 firm of accountants and disclosed therein and except C) with respect to interim financialsthe pro forma balance sheet and the projections, normal year-end audit adjustments). As of the Amended and Restated Effective Date, 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, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation they were prepared in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphgood faith based upon reasonable assumptions.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated consolidating balance sheets sheet of the Borrower Company and its consolidated Subsidiaries by principal operating group as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20061998, the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 1998, and the related unaudited consolidated statements press release of income and cash flows the Company with respect to its earnings for the 3-month period fiscal year ended December 31, 1998 (ordated February 24, in the event the June 301999), 2006 unaudited consolidated balance sheets are availablecertified by a Responsible Officer, the 6-month period) ended on copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such datecopies, present fairly in all material respects the consolidated consolidating financial condition of the Borrower Company and its consolidated Subsidiaries by principal operating group as at such date, and the consolidated consolidating results of its their operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)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 (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 or referred to in this paragraphthe notes thereto. During the period from September 30, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at September 30, 1998 (except as otherwise disclosed in writing to the Banks prior to the Closing Date).

Financial Condition. The audited consolidated balance sheets sheet of the Borrower International and its consolidated Subsidiaries as at December 31, 2005, 2001 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower International and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower International and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2002 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower International and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither International nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee Obligationsoutside the ordinary course of business, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment which in the aggregate may reasonably be expected to have a Material Adverse Effect, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives(except as listed on Schedule 3.1 attached hereto), that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as heretofore disclosed to the Lenders, during the period from December 31, 2001 to and including the date hereof there has been no sale, transfer or other disposition by International or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of International and its consolidated Subsidiaries at December 31, 2001.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition of the Borrower (including both predecessor and successor companies) and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2005, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly (or, on the basis disclosed in the event footnotes to such financial statements) in all material respects the June 30consolidated financial condition of the Borrower and its Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, excluding foreign currency xxxxxx, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets financial statements of the Borrower Carlisle Leasing International LLC and its consolidated Subsidiaries as at dated March 31, 20062007, or if available copies of which have been furnished to the Agent on or prior to before the Amended and Restated Effective Closing Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and present fairly in all material respects the periods involved (except financial position of Carlisle Leasing International LLC and its Subsidiaries on a consolidated basis as approved by at the aforementioned firm date thereof, and the results of accountants operations and disclosed therein and except with respect statements of cash flows for the period then ended, subject to interim financials, normal year-end audit adjustments)adjustments and the absence of footnotes. As The unaudited consolidated financial statements of the Amended and Restated Effective Date, the Borrower Interpool Inc. and its Subsidiaries do not dated March 31, 2007, copies of which have been furnished to the Agent on or before the Closing Date, have been prepared in accordance with GAAP and present fairly in all material respects the financial position of Interpool Inc. and its Subsidiaries on a consolidated basis as at the date thereof, and the results of operations and statements of cash flows for the period then ended, subject to normal year-end audit adjustments and the absence of footnotes. None of Carlisle Leasing International LLC, Interpool Inc. and their respective Subsidiaries had, to the knowledge of the Parent or the Borrower, as at March 31, 2007, any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-long term leases or unusual forward or long-term commitmentslease, 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 statements or in the notes thereto and which, to the knowledge of the Parent or the Borrower, could reasonably be expected to result in a material cost or loss. The pro forma consolidated balance sheet of the Parent and its Subsidiaries as of May 31, 2007 has been prepared in good faith based on assumptions that are believed by the Parent and the Borrower to be reasonable at the time made (it being understood that such assumptions are based on good faith estimates with respect to certain items and that the actual amounts of such items on the Closing Date is subject to material variation), and presents fairly, in all material respects, the pro forma financial statements referred position of the Parent and its Subsidiaries as of May 31, 2007, as if the combination of Seacastle Holdings LLC, Seacastle Operating Company Ltd. and SCT Chassis Inc. and their respective subsidiaries under the common ownership of Seacastle Inc. had occurred on such date; provided that such pro forma balance sheet has been prepared without giving effect to in this paragraph.purchase accounting or similar adjustments. Since March 31, 2007 there has been no development or event which has had a Material Adverse Effect;

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31September 30, 20052001, and September 30, 2002, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2003 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Bank, present fairly 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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto and which is material in relation to the consolidated financial statements referred condition of the Borrower and its consolidated Subsidiaries at such date. During the period from March 31, 2003 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in this paragraphrelation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at March 31, 2003.

Financial Condition. (a) The audited consolidated balance sheets sheet of the ------------------- Borrower and its consolidated the Restricted Subsidiaries as at December 31, 20051999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 its consolidated Subsidiaries 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 such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated the Restricted Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062000, and the related unaudited consolidated statements of income operations and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated the Restricted Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of complete footnote disclosure). 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 therein and except with respect for interim financial statements, which are subject to interim financials, normal year-end audit adjustmentsadjustments and lack footnotes). As Except as set forth in Schedule 5.1, ------------ during the period from December 31, 1999, to and including the Effective Date there has been no sale, transfer or other disposition by the Borrower or any of the Amended Restricted Subsidiaries of any material part of its business, assets or property and Restated Effective Dateno 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 its the Restricted Subsidiaries do not have any material Guarantee Obligationsat December 31, 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 paragraph1999.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and 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 their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1999 and the related unaudited consolidated statements of income and of cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and 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 their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm case may be, and as disclosed therein; subject, in the case of accountants and disclosed therein and except with respect unaudited financial statements, to interim financials, normal year-end audit adjustmentsadjustments and the absence of footnotes). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 1998.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at each of December 31, 20052016 and December 31, 2017 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 its Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche 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 such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Loan Party nor any Subsidiary thereof has any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any material 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.

Financial Condition. The audited consolidated Consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries DreamWorks Animation as at December 31, 20052001, December 31, 2002 and December 31, 2003, and the related consolidated Consolidated statements of income and retained earnings and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated Consolidated financial condition of the Borrower and its consolidated Subsidiaries DreamWorks Animation as at such date, and the consolidated Consolidated results of its operations and its consolidated Consolidated retained earnings and cash flows for such Fiscal Yearthe fiscal years then ended. The unaudited consolidated Consolidated balance sheets of the Borrower and its consolidated Subsidiaries DreamWorks Animation as at March 31, 2006, or if available on or prior to the Amended 2004 and Restated Effective Date, June 30, 20062004, and the related unaudited consolidated Consolidated statements of income and retained earnings and of cash flows for the 3-month period (or, in portion of the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year ended on such date, present fairly in all material respects the consolidated Consolidated financial condition of the Borrower and its consolidated Subsidiaries DreamWorks Animation as at such date, and the consolidated Consolidated results of its operations and its consolidated Consolidated retained earnings and cash flows for the 3-month period (or, in portion of the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments). All such audited and unaudited financial statements, including statements (with the related notes and schedules and notes thereto, the “Financial Statements”), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateExcept as set forth on Schedule 3.03 annexed hereto, the Borrower DreamWorks Animation and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, 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 audited financial statements as at December 31, 2003 referred to in this paragraph. Except as set forth on Schedule 3.03 annexed hereto, during the period from December 31, 2003 to and including the date hereof, there has been no sale, transfer or other disposition by DreamWorks Animation or any of its Subsidiaries of any material part of its business or property other than in the ordinary course of business and other than with respect to the transactions described in the Transaction Agreement.

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Borrower LVSI and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated and consolidating statements of income income, stockholders' equity and of cash flows of Borrowers and their Subsidiaries for the Fiscal Year then ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects (ii) the unaudited consolidated financial condition and consolidating balance sheets of the Borrower LVSI and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1997 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of LVSI and its Subsidiaries for the 3-month period six months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (oron 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 event the June 30case of any such unaudited financial statements, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower to changes resulting from audit and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsExcept for obligations under the Operative Documents, including Borrowers do not (and will not following 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 and except with respect to interim financials, normal year-end audit adjustments). As funding of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not initial Loans) have 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, without limitation, 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 paragraphthe business, operations, properties, assets, financial condition or prospects of Borrowers and their Subsidiaries taken as a whole.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower BSX and its consolidated Subsidiaries as at December 31, 20052006 and December 31, 2005 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to Borrower and Lenders, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries BSX as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower BSX and its consolidated Subsidiaries as at March 31September 30, 20062007 or, or if available on or later and prior to the Amended and Restated Effective Datedate of this Agreement, June 30, 2006, the date of BSX's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income operations and of cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by an Authorized Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly in all material respects (subject to normal year-end audit adjustments) the consolidated financial condition of the Borrower BSX and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 an Authorized Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes required by GAAP for complete financial statements. In the opinion of BXS, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither BSX nor any of its consolidated Subsidiaries had, at the Borrower and its Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20051999 and December 31, 1998, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxxx Xxxxxxxx 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the 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, 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 paragraphparagraph or that have not been disclosed to the Lenders. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Pricewaterhouse Coopers, LLP, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly 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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 4.1, neither the Borrower nor any of its consolidated Subsidiaries has, at the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Indebtedness, Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases or unusual forward or long-term commitmentscommitment, 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 statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 1997 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 1997.

Financial Condition. The Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31fiscal years, 20051994, 1995 and 1996, and the related consolidated statements of income income, stockholders' equity and of cash flows of Company and its Subsidiaries for the Fiscal Year fiscal year then ended on together with auditors letters provided to Company in respect of such datebalance sheets, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects (ii) 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 such Fiscal Year. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or for the Company's last fiscal quarter ending prior to the Amended and Restated Effective Date, June 30, 2006, Closing Date and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of Company and its Subsidiaries for the 3period from December 30, 1996 to the fiscal quarter then ended and (iii) a pro-month forma balance sheet for Company and its Subsidiaries as of the last day of Company's third fiscal period giving effect to the transaction to be consummated on the Closing Date together with an income statement for Company and its Subsidiaries for the three fiscal periods ending on such date. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (oron a consolidated 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 basis) of the entities described therein for each of the periods then ended, subject, in the event the June 30case of any such unaudited financial statements, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower to changes resulting from audit and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)adjustments and to the omission of footnotes. All such financial statements, including Company does not (and will not following 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 and except with respect to interim financials, normal year-end audit adjustments). As funding of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not initial Loans) have 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-long- term commitments, including, without limitation, 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 foregoing financial statements or the notes thereto or the most recent financial statements referred delivered by Company pursuant to subsection 6.1 and which singly or in this paragraphthe aggregate would reasonably be expected to have a Material Adverse Effect.

Financial Condition. (a) The audited Company has heretofore furnished to each of the Banks consolidated and consolidating balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1995 and the related consolidated and consolidating statements of income income, shareholders' equity and of cash flows of the Company and its Subsidiaries for the Fiscal Year fiscal year ended on such said date, reported on by with the opinion thereon (in the case of said consolidated balance sheet and accompanied by an unqualified report from statements) of Deloitte & Touche LLP, and the unaudited consolidated and consolidating balance sheets of the Company and its Subsidiaries as at June 30, 1996 and the related consolidated and consolidating statements of income, shareholders' equity and cash flows of the Company and its Subsidiaries for the six-month period ended on such date. All such financial statements present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries Subsidiaries, and (in the case of said consolidating financial statements) the respective unconsolidated financial condition of the Company and of each of its Subsidiaries, as at such date, said dates and the consolidated results of its their operations, and (in the case of said consolidating statements) the respective unconsolidated results of operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower Company and of each of its consolidated Subsidiaries Subsidiaries, for the fiscal year and six-month period ended on said dates (subject, in the case of such financial statements as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20061996, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 generally accepted accounting principles and practices applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)on a consistent basis. As None of the Amended and Restated Effective Date, the Borrower and Company nor any of its Subsidiaries do not have has on the Restatement Date any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction provided for in said financial statements (or other obligation in respect of derivatives, that are not reflected in the most recent notes thereto) as at said dates. Since December 31, 1995, there has Credit Agreement been no material adverse change in the consolidated financial condition, operations, business or prospects of the Company and its Subsidiaries taken as a whole from that set forth in said financial statements referred to in this paragraphas at said date.

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31June 30, 20052008, June 30, 2009 and June 30, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 respective Fiscal Years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its consolidated Subsidiaries as at December 31, 2010, and the 6-month period) related unaudited consolidated statements of income and cash flows for the fiscal quarter ended on such dates, present fairly 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 fiscal quarter then ended (subject to normal year-year end audit adjustmentsand quarter end adjustments and the absence of footnotes). All such audited 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As Other than as set forth (in reasonable detail and with related amounts) on (a) Schedule 4.1(a), no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have 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, without limitation, 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 audited financial statements referred to in this paragraph, and (b) Schedule 4.1(b), during the period from January 1, 2010, to and including the date hereof there has been no Material Acquisition or Material Disposition.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income operations and of cash flows for the Fiscal Year year ended on such dateDecember 31, 2007, the year ended December 31, 2008, and the year ended December 31, 2009, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespects, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3respective fiscal periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of operations and cash flows for the nine-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated 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) period then ended (subject to normal year-end audit adjustmentsadjustments and absence of footnote disclosure). 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, 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 December 31, 2009 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. The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported audited by Coopers & Xxxxxxx L.L.P. and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by and accompanied by an unqualified report from Deloitte & Touche LLPa Responsible Officer (the "FINANCIAL STATEMENTS"). The Financial Statements present fairly, present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateDecember 31, 1996 and September 30, 1997 and present fairly, in all material respects, the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except period involved. Except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsset forth on Schedule 4.1, normal year-end audit adjustments). As of the Amended and Restated Effective Date, neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at December 31, 1996 or at the date hereof, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or unusual material forward or long-term commitmentscommitment, 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 statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Subsidiaries as of December 31, 1996.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2000 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the 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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 7.1, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property, other than sales in the ordinary course of business, permitted sales of inventory and sales of obsolete or worn out goods or equipment and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 2000.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower ------------------- Company and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income and of retained earnings and changes in cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxxx Xxxxxxxx LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition position of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20061997, and the related unaudited consolidated statements of income and retained earnings and changes in cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects accordance with GAAP the consolidated financial condition position of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-long- term leases lease or unusual forward or long-term commitmentscommitment, 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 statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Company and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1995 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1996 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. During the period from December 31, 1995 to and including the Closing Date there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and, except for the Acquisition, no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Company and its consolidated Subsidiaries at December 31, 1995.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052006 and December 31, 2007, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datePriceWaterhouseCoopers, 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 3-month period (orrespective fiscal years then ended. The audited balance sheet of OpCo as at December 31, 2007, and the related statements of income and of cash flows for the fiscal years ended on such date, reported on by and accompanied by an unqualified report from PriceWaterhouseCoopers, present fairly in all material respects the event financial condition of OpCo as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal year then ended. The contents of the FOCUS Reports of OpCo for the periods ended March 31, 2007, June 30, 2006 unaudited consolidated balance sheets 2007, September 30, 2007 and December 31, 2007, copies of which have been furnished to the Lenders, are available, correct in all material respects as of the 6-month period) then ended (subject to normal year-end audit adjustments)date thereof. All such financial statementsstatements (except for the FOCUS Reports), 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 and, to the extent required by GAAP, disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, except as set forth on Schedule 3.1, the Borrower and its Subsidiaries do not Subsidiaries, taken as a whole, have any no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, any material 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 paragraphparagraph or referred in the notes thereto to the extent required in accordance with GAAP to be so reflected or that were incurred since December 31, 2007 in the ordinary course of business. During the period from December 31, 2007 to and including the date hereof there has been no Disposition of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1999 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated consolidating balance sheets sheet of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062000, and the related unaudited consolidated statements consolidating statement of income operations and cash flows retained earnings for the 3-month period (or, in portion of the event the June fiscal year ended on September 30, 2006 unaudited consolidated balance sheets are available2000 and the press release of the Company with respect to its earnings for fiscal year ended December 31, the 6-month period) ended on 2000 (dated February 13, 2001), certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such datecopies, present fairly in all material respects the consolidated consolidating financial condition of the Borrower Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at such date, and the consolidated consolidating results of its their operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)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 (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 or referred to in this paragraphthe notes thereto. During the period from September 30, 2000 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at September 30, 2000 (except for the acquisitions by the Company of the Wyle Group of Companies and of Mid Range Open Computing Alliance (formerly named Merisel Open Computing Alliance, Inc.) and as otherwise disclosed in writing to the Banks prior to the Closing Date).

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31September 30, 20052003, and September 30, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2005 and the related -------------------------------------------------------------------------------- unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Bank, present fairly 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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto and which is material in relation to the consolidated financial statements referred condition of the Borrower and its consolidated Subsidiaries at such date. During the period from March 31, 2005 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in this paragraphrelation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at March 31, 2005.

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005, 2004 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2004, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income and its consolidated cash flows for Holdings and such Fiscal YearSubsidiaries for the period then ended. The unaudited consolidated consolidating balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated consolidating statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income for Holdings and its consolidated cash flows such Subsidiaries for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except or, with respect to interim financialsunaudited financial statements, normal year-end audit adjustmentsa Responsible Officer and disclosed therein). As of the Amended and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, 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 paragraphparagraph (other than any earn out permitted under Section 7.2(f) and Guarantee Obligations permitted under Sections 7.2(c) and (m)). During the period from December 31, 2004 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31September 30, 20052000, and September 30, 2001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified to the best of their knowledge by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Bank, present fairly 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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto and which is material in relation to the consolidated financial statements referred condition of the Borrower and its consolidated Subsidiaries at such date. During the period from March 31, 2002 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in this paragraphrelation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at March 31, 2002.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052019, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, 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 their operations and its consolidated cash flows for such Fiscal Yearthe period then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at of March 31, 2006, or if available on or prior to the Amended 2020 CHAR1\1740645v10 and Restated Effective Date, June 30, 2006, 2020 and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods ended on such datedates, copies of which have heretofore been furnished to the Administrative Agent, present fairly in all material respects 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 consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have 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, without limitation, 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 paragraphparagraph or disclosed in SEC Reports filed prior to the date hereof. During the period from June 30, 2020 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. (a) The audited unaudited pro forma consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 20062003 (including the notes thereto) (the “Borrower Consolidated Pro Forma Balance Sheet”), or copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended such events had occurred on such date) to (i) the consummation of the Acquisition and the Equity Investment, present (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 Borrower Consolidated 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 consolidated estimated financial condition position of the Borrower and its consolidated Subsidiaries as at March 31, 2003 assuming that the events specified in the preceding sentence had actually occurred at such date, and the consolidated results of its operations and its consolidated cash flows . Except for the 3-month period (orBorrower’s obligations under Sections 1.3(c), in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period1.3(d) 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 and except with respect to interim financials, normal year-end audit adjustments). As 1.3(e) of the Amended and Restated Effective DatePurchase Agreement, the Borrower and its Subsidiaries do 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, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are material and that are not reflected in such Borrower Consolidated Pro Forma Balance Sheet or the most recent financial statements referred notes attached thereto. During the period from its formation to in this paragraphand including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3126, 2005, 2015 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of such accountants and as disclosed therein therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 26, 2016 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except with respect as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to interim financials, normal year-end audit adjustments). As Neither the Parent nor any of the Amended and Restated Effective Dateits consolidated Subsidiaries had, the Borrower and its Subsidiaries do not have at March 26, 2016, 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, 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 statements or in the notes thereto. During the period from March 26, 2016 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 26, 2016.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by Coopers & Xxxxxxx, copies of which have heretofore been furnished to the Lenders, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly 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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 4.1, neither the Borrower nor any of its consolidated Subsidiaries has, at the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Indebtedness, Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases or unusual forward or long-term commitmentscommitment, 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 statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 1996 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. The audited consolidated balance sheets of the Borrower Holding and its consolidated Subsidiaries as at of December 31, 20052014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte Ernst & Touche Young LLP, present fairly fairly, in all material respects 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 such Fiscal Yearthe respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheets sheet of the Borrower Holding and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062017, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly fairly, in all material respects 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 3nine-month period (orthen ended, in the event the June 30, 2006 unaudited of Holding and its consolidated balance sheets are available, the 6-month period) then ended Subsidiaries (subject to the omission of footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsthe schedules and notes thereto, normal year-end audit adjustmentsas approved by a Responsible Officer of the Company, and disclosed in any such schedules and notes). As of During the Amended period from December 31, 2016 to and Restated including the Effective Date, the Borrower there has been no sale, transfer or other disposition by Holding and its consolidated Subsidiaries do not have of any material Guarantee Obligationspart of the business or property of Holding and its consolidated Subsidiaries, contingent liabilities taken as a whole, 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 no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesHolding and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to in this paragraphthe Lenders on or prior to the Effective Date.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062004, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly fairly, in all material respects 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 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 involved. Except as approved by disclosed in the aforementioned firm Specified Exchange Act Filings, neither the Borrower nor any of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As its consolidated Subsidiaries has as of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have Closing Date any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitmentscommitments outside of the ordinary course of business, including, without limitation, 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.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1997 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each 69 63 Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. During the period from December 31, 1996 to and including the Closing Date there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and, except for (i) the Acquisition, (ii) the acquisition of the stock of Outdoor Systems (New York), Inc. (formerly known as Van Wagner Communications, Inc.) and (iii) any other acquisition disclosed to the Lenders in the Confidential Information Memorandum delivered in connection herewith, no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Company and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. (a) The audited consolidated balance sheets and income statements of the Borrower and its consolidated Subsidiaries as at Consolidated Parties for the fiscal years ended December 31, 20051998 and December 31, and 1999 (including the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on notes thereto) (i) have been audited by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month periodii) 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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 consistently applied consistently throughout the periods involved 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 consolidated interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited consolidated interim statements of earnings for, each fiscal quarterly period ended after December 31, 1999 (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 financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim statements of income and retained earnings of the Consolidated Parties for each calendar month ended after December 31, 2000 and prior to the Amendment Closing Date (i) have been prepared in accordance with GAAP (except as approved by for the aforementioned firm omission of accountants footnotes and disclosed therein and except with respect subject to interim financials, normal year-year end audit adjustments)) consistently applied throughout the periods covered thereby and (ii) present fairly the consolidated financial condition and results of operations of the Consolidated Parties as of such date and for such periods. During the period from December 31, 1999 to and including the Amendment Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property 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 and has not otherwise been disclosed in writing to the Banks on or prior to the Amendment Closing Date. As of the Amended and Restated Effective Amendment Closing Date, the Borrower and its Subsidiaries do not have any no material Guarantee Obligations, liabilities (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, otherwise) that are not reflected in the most recent foregoing financial statements referred to or in this paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3129, 2005, 2007 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of such accountants and as disclosed therein therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 29, 2008 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except with respect as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to interim financials, normal year-end audit adjustments). As Neither the Parent nor any of the Amended and Restated Effective Dateits consolidated Subsidiaries had, the Borrower and its Subsidiaries do not have at March 29, 2008, 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, 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 statements or in the notes thereto. During the period from March 29, 2008 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 29, 2008.

Financial Condition. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries as at December 31September 30, 20051997 and September 30, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on each such date, reported on by KPMG Peat Marwick, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 31, 1999 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such March date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject in each case to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Parent nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, 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, 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.Obligation,

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at each of December 31, 20052015 and December 31, 2016 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 its Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets of the Parent and its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) as at of December 31, 2005, 2022 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31(including, 2006in each case, or (x) the Securitization Manager, if available on or prior applicable, and, if any, the subsidiary acting in a capacity analogous to the Amended Securitization Manager pursuant to any Additional Securitization Arrangements and Restated Effective Date, June 30, 2006, and (y) the related unaudited consolidated statements Specified Unrestricted Foreign Entities) as of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal years then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended The Parent and Restated Effective Date, its consolidated Subsidiaries and the Borrower and its consolidated Subsidiaries (including, in each case, (x) the Securitization Manager, if applicable, and, if any, the subsidiary acting in a capacity analogous to the Securitization Manager pursuant to any Additional Securitization Arrangements and (y) the Specified Unrestricted Foreign Entities) 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, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof there has been no Disposition by the Parent or the Borrower of any material part of their respective businesses or Properties.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052021, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, 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 their operations and its consolidated cash flows for such Fiscal Yearthe period then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at of March 31, 2006, or if available on or prior to the Amended 2020 and Restated Effective Date, June 30, 2006, 2020 and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods ended on such datedates, copies of which have heretofore been furnished to the Administrative Agent, present fairly in all material respects 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 consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the 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, without limitation, 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 paragraphparagraph or disclosed in SEC Reports filed prior to the date hereof. During the period from June 30, 2020 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in SEC Reports filed prior to the date hereof.

Financial Condition. [(a)] (a) [(i)](i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 2005[2002,]2006, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended, (ii) the unaudited consolidated balance sheet of Holdings as at March 31, [2003,]2007, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of Holdings as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All ) and (iii) all such financial statements, including the any 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 and and, in the case of clause (ii), except with respect to interim financials, normal year-end audit adjustmentsfor the absence of footnotes). As of the Amended and Restated Amendment Effective Date, the Borrower and its Subsidiaries do not have 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, without limitation, 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[, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans] (it being understood that “material” shall be construed in the context of all Group Members taken as a whole). During the period from December 31, [2002]2006 to and including the date hereof, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005Fiscal Year End 1999, and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported certified by the Accountants, and the unaudited consolidated balance sheet of the Borrower as at Third Quarter End 2000 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on by and accompanied by an unqualified report from Deloitte & Touche LLPsuch date, copies of which have heretofore been furnished to the Agent, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespective dates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal periods then ended. The audited consolidated balance sheet of NNE as at December 31, 1999, and the related audited consolidated statements of income and of cash flows for the fiscal year ended on such date, certified by the Accountants, and the unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries NNE as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062000, and the related unaudited consolidated statements of income and of cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, copies of which have heretofore been furnished to the Agent, present fairly fairly, to the best knowledge of the Borrower, in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries NNE as at such daterespective dates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal periods then ended (subject to normal year-end audit adjustments)ended. All such financial statementsstatements (the "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 and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor NNE has, as of such date, 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, 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. Since Fiscal Year End 1999 (or, with respect to NNE prior to consummation of the NNE Acquisition, December 31, 1999) there has been no event or condition resulting in this paragrapha Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2002, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, 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 their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2003 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (or, in the event the six months ended June 30, 2006 unaudited consolidated balance sheets are available2003, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, 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 their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe June 30, normal 2003 SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT financial statements, for the absence of footnotes and year-end audit adjustments). As of the Amended and Restated Effective DateExcept as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at June 30, 2003, 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, without limitation, including 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 statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from June 30, 2003 to and including the Restatement Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its Restricted Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at June 30, 2003.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 30, 20052008, August 29, 2009 and August 28, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche 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 such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31February 26, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate (collectively, the “Interim Financials”), 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 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended Closing Date and Restated Effective Dateexcept as set forth on Schedule 4.1, the Borrower and its Subsidiaries do not have 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, without limitation, 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 August 28, 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 audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December of January 31, 20051996, January 31, 1997 and January 31, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 31, 1998 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated 70 64 results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or other material agreement or unusual forward or long-term commitmentscommitment, 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 statements or in the notes thereto. During the period from January 31, 1998 to and including the Closing Date (other than the Acquisition and as set forth on Schedule 5.1(a) hereto) there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at January 31, 1998.

Financial Condition. The Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Borrower Company and its Subsidiaries as at April 25, 1999 and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Company and its Subsidiaries for the Fiscal Year then ended, (ii) the audited consolidated and consolidating balance sheets of Lady Luck and its Subsidiaries as at December 31, 2005, 1998 and the related consolidated and consolidating statements of income income, stockholders' equity and of cash flows of Lady Luck and its Subsidiaries for the Fiscal Year ended on such datefiscal year then ended, reported on by (iii) the unaudited consolidated and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition consolidating balance sheets of the Borrower Company and its consolidated Subsidiaries as at such dateOctober 24, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1999 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of Company and its Subsidiaries for the 3-month period nine months then ended, and (oriv) the unaudited consolidated and consolidating balance sheets of Lady Luck and its Subsidiaries as at September 30, 1999 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lady Luck and its Subsidiaries for the nine months then ended. All such 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 event the June 30case of any such unaudited financial statements, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower to changes resulting from audit and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including Company does not (and will not following 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 and except with respect to interim financials, normal year-end audit adjustments). As funding of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not initial Loans) have 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, without limitation, 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.the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries. 5.4

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 2005, 1995 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present 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 their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 1996 and the related unaudited consolidated statements of income and of cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present 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 their operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Restricted Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. During the period from September 30, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Restricted Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraph.condition of the Borrower and its consolidated Restricted Subsidiaries at September 30, 1996, other than the acquisition of substantially all the assets of the Pocono region operations of Xxxxxxx Outdoor Advertising Co., L.P.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Guarantor ------------------- and its consolidated Consolidated Subsidiaries as at December 31, 2005, 1994 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLPYoung, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1995 and the related unaudited consolidated statements of income and of cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Guarantor nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-long- term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which are not required to be, but which are not, reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1994 to and including the date hereof there has been no sale, transfer or other disposition by the Guarantor or any of its Consolidated Subsidiaries of any material part of its business or property, other than assets securitized in the ordinary course of business or assets transferred from one Consolidated Subsidiary to another, and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Guarantor and its Consolidated Subsidiaries at December 31, 1994.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers 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 such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availableof the Borrower as at March 31, 2004, June 30, 2004 and September 30, 2004, and the 6-month period) related unaudited consolidated statements of income and cash flows for the periods ended on such date, present fairly in all material respects 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 quarterly 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxestaxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) 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 December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property, except as reflected in the foregoing financial statements.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) 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 Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Borrower, Holdings and their consolidated Subsidiaries as of September 30, 2019 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 of December 31, 20052018, December 31, 2017, and December 31, 2016, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdates, present fairly in all material respects the consolidated financial condition of the Borrower Borrower, Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated their respective Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 2019, and the related unaudited consolidated statements of income and cash flows for the nine-month period (orended on such date, present fairly in all material respects the event the June 30, 2006 unaudited consolidated balance sheets are availablefinancial condition of Holdings, the 6Borrower and their respective Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period) 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, 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, without limitation, 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.financial

Financial Condition. (a)(i) The audited consolidated balance sheets sheet of the Borrower AEI and ------------------- its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower AEI and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower AEI and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 1997 and the related unaudited consolidated statements of income and of cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower AEI and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither AEI nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 foregoing statements or in the notes thereto. During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by AEI or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of AEI and its consolidated Subsidiaries at December 31, 1996. (ii) The consolidated balance sheet of Delmarva and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Coopers & Xxxxxxx L.L.P., copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Delmarva 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. The unaudited consolidated balance sheet of Delmarva and its consolidated Subsidiaries as at September 30, 1997 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of Delmarva and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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 such accountants or Responsible Officer, as the case may be, and as disclosed therein). Neither Delmarva nor any of its consolidated Subsidiaries had, at the date of the most recent financial statements balance sheet referred to above, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in this paragraphthe foregoing statements or in the notes thereto. During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by Delmarva or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of Delmarva and its consolidated Subsidiaries at December 31, 1996.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051995, and the related consolidated statements statement of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 1995, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPrice Waterhouse, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 1996 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (or, in the event the June three and nine months ended September 30, 2006 unaudited consolidated balance sheets are available1996, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three- and nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-end audit adjustments)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 (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe September 30, normal 1996 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1, 44 38 neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from September 30, 1996 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at September 30, 1996.

Financial Condition. The audited consolidated balance sheets of the Borrower Borrowers and its consolidated their Subsidiaries as at of December 31, 20052009 and December 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte McGladrey & Touche LLPCo., present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Borrowers and its consolidated their Subsidiaries as at March 31February 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows for the 3one-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, 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, without limitation, 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.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 20051999, and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxxx Xxxxxxxx LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062000, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datebalance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 31, 1999, to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Consolidated Subsidiaries at December 31, 1999.

Financial Condition. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052012, December 31, 2013 and December 31, 2014, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2015, June 30, 20062015 and September 30, and 2015, the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available2015 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, the 6-month period) ended on such date2015, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxesTaxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, 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, referred in the notes thereto or described under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 9, 2015 (for the period ended September 30, 2015) or listed on Schedule 3.1 hereto.

Financial Condition. The audited consolidated balance sheets of the Borrower ------------------- Parent and its consolidated Subsidiaries as at December March 31, 20052001 and March 31, 2000, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, as filed by the Parent with the United States Securities and Exchange Commission (and reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers), present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such daterespective dates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062001, and the related unaudited consolidated statements of income and cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, as filed by the Parent with the United States Securities and Exchange Commission, on the basis disclosed in the footnotes to such financial statements, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to the omission of certain footnotes and normal year-end audit and other 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 Chief Financial Officer of accountants the Parent, and disclosed therein in any such schedules and notes, and except with respect to interim financials, normal year-end audit adjustmentsthat such unaudited financial statements do not contain certain footnotes). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any All material Guarantee Obligations, material contingent liabilities and liabilities for taxes, or any all material 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 which according to GAAP must be reflected in the most recent such financial statements referred to in this paragraphor the notes thereto, are so reflected.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 20051995 and December 31, 1996, respectively, and the related consolidated statements of income earnings, cash flows and shareholders' equity for the fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of earnings and of cash flows for the Fiscal Year three-month period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries (taken as a whole) had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsGuaranty, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, 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 statements or in the notes thereto. During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Company or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to condition of the Company and its consolidated Subsidiaries at December 31, 1996, other than any such sale, transfer or other disposition that would have been permitted by this Agreement if this Agreement had been in this paragrapheffect at all times during such period.

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated and consolidating balance sheets of the Borrower LVSI and its consolidated Subsidiaries as at December 31, 2005, 2000 and the related consolidated and consolidating statements of income income, stockholders' equity and of cash flows of Borrowers and their Subsidiaries for the Fiscal Year then ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects (ii) the unaudited consolidated financial condition and consolidating balance sheets of the Borrower LVSI and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated and consolidating statements of income income, stockholders' equity and cash flows of LVSI and its Subsidiaries for the 3-month period six months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (oron 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 event the June 30case of any such unaudited financial statements, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower to changes resulting from audit and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsExcept for obligations under the Operative Documents, including Borrowers do not (and will not following 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 and except with respect to interim financials, normal year-end audit adjustments). As funding of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not initial Loans) have 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, without limitation, 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 paragraphthe business, operations, properties, assets, financial condition or prospects of Borrowers and their Subsidiaries taken as a whole.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051996, and the related consolidated statements of income operations, of changes in retained earnings and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Lender, 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 their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 1997 and the related unaudited consolidated statements of income operations, of changes in retained earnings and of cash flows for the 39-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, 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 their operations and its their consolidated cash flows for the 39-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (except that such financial statements may not include footnote disclosures and are subject to normal year-end audit and other 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect that interim financial statements may not include footnote disclosures, are subject to interim financials, normal year-end audit adjustmentsadjustment, and are presented in accordance with management's internal format consistent with financial statements previously provided to the Agent). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases or material unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction transaction, which is required under GAAP to be included in the foregoing statements or other obligation in respect of derivatives, that are the notes thereto and which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth in Schedule 5.1, during the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its Subsidiaries, taken as a whole, and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Subsidiaries, taken as a whole, at the Closing Date.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at each of December 31, 20052013 and December 31, 2014 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by Ernst & Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, materially correct and present fairly in all material respects (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 consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 their consolidated cash flows for the 3-month fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month 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 and except with respect to interim financials, normal year-end audit adjustmentstherein). As 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 Amended information and Restated Effective Datefootnotes 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 its Subsidiaries do not have 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, 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 paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements audited statement of income and of cash flows for the Fiscal Year ended on such dateDecember 31, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO Xxxxxxx LLP, copies of which have been furnished to each Lender, 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 such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements statement of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have been furnished to each Lender, 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 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsFinancial Statements delivered in accordance with this Section 4.1, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, none of Holdings, the Borrower and its or any of their respective Subsidiaries do not have has any material Guarantee ObligationsGuaranty Obligations (other than guarantees by Holdings and the Subsidiary Guarantors under the First Lien Credit Agreement and the Senior Subordinated Notes Indenture), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in such March 31, 2006 financial statements. Except for any Disposition that has been disclosed to the most recent financial statements referred Administrative Agent prior to in this paragraphthe date hereof, during the period from December 31, 2005 to and including the date hereof there has been no Disposition by any of Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1995 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG Peat Marwick LLP copies of which have heretofore been furnished to the Administrative Agent with copies for each Lender, 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 their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1996 and the related unaudited consolidated statements of income and of cash flows for the 3three and six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent with copies for each Lender, 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 their operations and its their consolidated cash flows for the 3three and six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments), except that they have been prepared on a first-in-first-out inventory valuation method and except for the absence of notes and related schedules. 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, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have 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, 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 statements or in the notes thereto. During the period from December 31, 1995 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at December 31, 1995.

Financial Condition. The Seller has delivered to the Purchaser true and correct copies of the following: audited consolidated balance sheets of the Borrower Seller as of December 31, 1996 (the "Last Balance Sheet) and December 31, 1995; audited consolidated statements of income, consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the years ended December 31, 1996 and December 31, 1995; and the unaudited consolidated balance sheet (the "Unaudited Balance Sheet"), consolidated statement of income, consolidated statement of retained earnings, and consolidated statement of cash flows of the Seller for the nine months ended September 30, 1997 (collectively the "Financial Statements"). Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of the Seller and its consolidated Subsidiaries subsidiaries as at December 31, 2005, and the related of its date; each such consolidated statements statement of income and consolidated statement of retained earnings presents fairly the results of operations of the Seller and its consolidated subsidiaries for the period indicated; and each such consolidated statement of cash flows for presents fairly the Fiscal Year ended on information purported to be shown therein, in each case subject in the case of such date, reported on by and accompanied by an unqualified report from Deloitte & Touche 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 such Fiscal Year. The unaudited consolidated balance sheets sheet, consolidated statement of the Borrower and its income, consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006statement of retained earnings, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-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 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject sheet to normal changes resulting from year-end audit adjustments). All such The financial statements, including the related schedules and notes thereto, statements referred to in this Section 2.1(c) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied consistently throughout the periods involved (except as approved otherwise permitted by the aforementioned firm of accountants and disclosed therein and except GAAP or, with respect to interim financialsfinancial statement footnotes, normal year-end audit adjustments). As the rules and regulations of the Amended Securities and Restated Effective Date, Exchange Commission (the Borrower "Commission") and are in accordance with the books and records of the Seller and its Subsidiaries do not have any material Guarantee Obligationsconsolidated subsidiaries. Except as set forth on Schedule 2.1(c), contingent liabilities and liabilities for taxessince September 30, 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 1997 (the most recent financial statements referred to in this paragraph."Reference Date"):