Common use of Financial Condition Clause in Contracts

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at December 31, 2005 (including the fiscal years ended 2007notes thereto) (the “Pro Forma Balance Sheet”), 2008 copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and 2009 together the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2005, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2005, December 31, 2004 and December 31, 2003, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such datesdates (the “Consolidated Financial Statements”), (ii) reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30respective fiscal years then ended. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present ). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial condition statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the Borrower and its Subsidiaries, as applicable, as business or property of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, Group Members taken as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsa whole. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at December 31, 2010 (including the fiscal years ended 2007notes thereto) (the “Pro Forma Balance Sheet”), 2008 copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Restatement Effective Date and 2009 together the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such datesdates (the “Consolidated Financial Statements”), (ii) reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30respective fiscal years then ended. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present ). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial condition of the Borrower and its Subsidiaries, as applicablestatements referred to in this paragraph, as of the date thereof (subjectof such financial statements. During the period from December 31, in 2010 to and including the case date hereof there has been no Disposition by any Group Member of any material part of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct business or contingent, as required by GAAP, property of the Borrower and its Subsidiaries Group Members taken as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsa whole. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at June 30, 2009 (including the notes thereto) (the “Holdings Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on June 30, 2009) to (i) the consummation of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such datesTransactions, (ii) the unaudited Consolidated financial statements Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of Holdings. The Holdings Pro Forma Balance Sheet has been prepared based on the best information available to Holdings as of the Borrower date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at June 30, 2009, assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”). The unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the yearthree-to-date month period ending on ended June 30, 2010, together 2009 (including the notes thereto) (the “Holdings Pro Forma Income Statement”; collectively with the related Consolidated statements Holdings Pro Forma Balance Sheet, the “Holdings Pro Forma Financial Statements”), copies of operations for which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the yearfirst day of such three-to-date period ending month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on such date the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Holdings Pro Forma Income Statement has been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma balance sheet basis the estimated consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as of at June 30, 2010: (A) were 2009 and the consolidated results of their operations for the three-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such three-month period, prepared in accordance with GAAP but without footnotes for Regulation S-X under the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsSecurities Act. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2003 (including the notes thereto) (the "Holdings Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on December 31, 2003) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of Holdings. The Holdings Pro Forma Balance Sheet has been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at December 31, 2003, assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with Regulation S-X under the Securities Act of 1933, as amended (the "Securities Act"). The unaudited pro forma consolidated statement of operations of Holdings and its Subsidiaries for the nine-month period ended December 31, 2003 (including the notes thereto) (the "Holdings Pro Forma Income Statement"; collectively with the Holdings Pro Forma Balance Sheet, the "Holdings Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such nine-month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Holdings Pro Forma Income Statement has been prepared based on the best information available to Holdings as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of Holdings and its consolidated Subsidiaries as at December 31, 2003 and the consolidated results of their operations for the nine-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such nine-month period, prepared in accordance with Regulation S-X under the Securities Act. (ii) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2003 (including the notes thereto) (the "Borrower Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on December 31, 2003) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, (iii) the payment of fees and expenses in connection with the foregoing and (iv) material acquisitions consummated during the last two fiscal years of the Borrower. The Borrower Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2003, assuming that the events specified in the preceding sentence had actually occurred on such date, prepared in accordance with Regulation S-X under the Securities Act. The unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the nine-month period ended December 31, 2003 (including the notes thereto) (the "Borrower Pro Forma Income Statement"; collectively with the Borrower Pro Forma Balance Sheet, the "Borrower Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on the first day of such nine-month period) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Borrower Pro Forma Income Statement has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 2003 and the consolidated results of their operations for the nine-month period then ended assuming that the events specified in the preceding sentence had actually occurred on the first day of such nine-month period, prepared in accordance with Regulation S-X under the Securities Act. (i) The audited Consolidated financial consolidated balance sheets of Holdings and its consolidated Subsidiaries as at March 31, 2001, March 31, 2002 and March 31, 2003, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended March 31, 2001, March 31, 2002 and March 31, 2003, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such datesdate, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firms of accountants and disclosed therein). Holdings and its Subsidiaries do not have any material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraph (b)(i). During the period from March 31, 2003 to and including the date hereof, there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or Property. (ii) the unaudited Consolidated financial statements The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2001, March 31, 2002 and March 31, 2003, and the related consolidated statements of income and of cash flows for the year-to-date period ending fiscal years ended March 31, 2001, March 31, 2002 and March 31, 2003 reported on June 30by 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, 2010, together with and the related Consolidated statements consolidated results of its operations and its consolidated cash flows for the year-to-date period ending on such date and (iii) a pro forma respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2003, and the related unaudited consolidated statements of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes income and cash flows for the unaudited statementsnine-month period ended on such date, consistently applied throughout present fairly in all material respects the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries as at such date, as applicable, as and the consolidated results of its operations and its consolidated cash flows for the date thereof nine-month period then ended (subject, in the case of the unaudited financial statements, subject to normal year-end audit adjustments) ). All such financial statements, including the related schedules and results notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of operations for the period covered thereby; and (C) show all material Indebtedness accountants and other liabilities, direct or contingent, as required by GAAP, of the disclosed therein). The Borrower and its Subsidiaries as of the date thereofdo not have any material Guarantee Obligations, including material contingent liabilities or material liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraph (b)(ii). During the period from March 31, 2003 to and contingent obligations. (b) The three-year projections of including the date hereof, there has been no Disposition by the Borrower and or any of its Subsidiaries delivered to the Lenders on of any material part of its business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsProperty.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June at April 30, 2010: 2005 (Aincluding the notes thereto) were (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Transactions, (ii) the Loans to be made and the ABL Facility to be consummated on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in accordance with GAAP but without footnotes for good faith upon reasonable assumptions at the unaudited statements, consistently applied throughout time made and presents fairly on a pro forma basis the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the estimated financial condition position of the Borrower and its Subsidiariesconsolidated Subsidiaries as at April 30, as applicable2005, as of assuming that the date thereof (subject, events specified in the case of the unaudited financial statements, to normal year-end adjustments) and results preceding sentence had actually occurred at such date. The pro forma statement of operations for the twelve-month period covered thereby; and ending on April 2, 2005 (Cthe "Pro Forma Statement of Operations"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on April 3, 2004) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, to (i) the consummation of the Transactions, (ii) the Loans to be made and the ABL Facility to be consummated on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Statement of Operations has been prepared in good faith upon reasonable assumptions at the time made and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of at April 2, 2005, assuming that the date thereofevents specified in the preceding sentence had actually occurred on April 3, including liabilities for taxes, material commitments and contingent obligations2004. (b) The three-year projections audited consolidated balance sheets of the Borrower as at January 3, 2004 and January 1, 2005, and the related combined statements of operations, stockholders' equity and comprehensive income and cash flows for the three fiscal years ended on December 28, 2002, January 3, 2004 and January 1, 2005, reported on by and accompanied by an unqualified report from BDO Seidman, LLP, present fairly the consolidated financial condition of ▇▇▇ ▇▇▇rower as at such date, and the consolidated results of its operations and its Subsidiaries delivered consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at April 2, 2005, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the Lenders on or prior to the Closing Date related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 1, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property other than Dispositions pursuant to the Plan of Reorganization (including the Disposition of the "Eddie Bauer Home" business).

Financial Condition. (i) The audited Consolidated financial statements consolidated balance sheet of the Borrower as at December 31, 2013, and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended on such dates, and (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of at June 30, 2010: (A) were 2014 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP but without (as then in effect) (other than with respect to the absence of footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, subject to normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and results the Required Lenders or as approved by the aforementioned firm of operations for accountants and disclosed therein). As of the period covered thereby; and (C) show all material Indebtedness and other liabilitiesRestatement Effective Date, direct or contingent, except as required by GAAP, set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and its Subsidiaries as of prior to the date thereofhereof, including neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, material commitments and contingent obligationsor any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the financial statements referred to above in this paragraph. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial statements consolidated balance sheet of the Borrower and its Consolidated Subsidiaries for dated as of December 31, 1994 and the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated audited statements of operations, changes in stockholders’ equity and of cash flows and stockholders' equity of the Borrower and its Subsidiaries for and as of the fiscal years ended end of the period ending on such datesthat date, including any related notes (ii) the "Audited Financial Statements"), and the unaudited Consolidated consolidated financial statements of the Borrower and its Subsidiaries for (the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii"Unaudited Financial Statements") a pro forma balance sheet of the Borrower and its Subsidiaries dated as of June 30July 1, 2010: 1995 (Athe "Balance Sheet Date"), all of which (collectively, the "Financial Statements") were prepared heretofore furnished to the Lender, are true, correct and complete in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) all material respects and fairly present in all material respects the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date of each such statement and have been prepared in accordance with generally accepted accounting principles (subject, in the case of the Unaudited Financial Statements, to the addition of notes and to normal year-end adjustments that individually and in the aggregate are not expected to be material) consistently applied throughout the periods involved. Other than as reflected in such Financial Statements and except for liabilities incurred in the ordinary course of business since the date thereof, including liabilities for taxesthe Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material commitments and contingent obligations. unrealized or unanticipated losses from any commitments. Since the Balance Sheet Date there has been no material adverse change in the consolidated financial condition (bas set forth in the Unaudited Financial Statements) The three-year projections or results of operations of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionstaken as a whole.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2022 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2022 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2022. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2024 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2024 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2024. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 20072004, 2008 2005 and 2009 2006 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010the last day of the month that ended thirty-one (31) days prior to the Closing Date, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010the last day of the month that ended at least thirty-one (31) days prior to the Closing Date: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The threefive-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) [reserved], (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma 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 the Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited Consolidated financial statements balance sheet of the Borrower as of December 31, 2020, and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements statement of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) the unaudited Consolidated financial statements of the Borrower reported on by and its Subsidiaries for the year-to-date period ending on June 30accompanied by an unqualified report from ▇▇▇▇▇ & ▇▇▇▇▇, 2010LLP, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared present fairly in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present all material respects the financial condition of the Borrower as at such date, and the results of its operations and its Subsidiariescash flows for the fiscal year then ended. The audited balance sheet of the Borrower as at December 31, 2021, and the related audited consolidated statements of income and cash flows for the fiscal year ended on such date, present fairly in all material respects the financial condition of the Borrower as applicableat such date, and the results of its operations and its cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower does not have, as of the date thereof (subjectClosing Date, in the case of the unaudited financial statementsany material Guarantee Obligations, to normal year-end adjustments) contingent liabilities and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2021 to and contingent obligations. (b) The three-year projections of including the date hereof, there has been no Disposition by the Borrower and of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsproperty.

Financial Condition. (ia) The Credit Parties have delivered to the Purchasers the audited Consolidated annual financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries Company dated as of June 30, 2010:2018 and June 29, 2019, respectively, including the statement of financial position and the related statements of operations and comprehensive loss as of and for the periods then ended (the “Last Audited Financial Statements”), and the unaudited quarterly financial statements of the Company dated as of December 29, 2019, including the statement of financial position and the related statements of operations and comprehensive loss as of and for the periods then ended (the “Last Unaudited Financial Statements” and, with the Last Audited Financial Statements, collectively, the “Company Historical Financial Statements”). (Ab) were The Company Historical Financial Statements have been prepared in accordance with GAAP but without footnotes IFRS consistently applied during the periods involved (except for normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material)). The Company Historical Financial Statements fairly present in all material respects the assets, liabilities and financial position of the Company and its results of operations and changes in financial position and cash flows as of the respective dates and for the unaudited statementsperiods specified, all in accordance with IFRS consistently applied throughout during the period periods involved. The Company Historical Financial Statements are consistent with the books and records of the Company, which books and records are accurate and complete in all material respects. The Company has made and kept true, correct and complete books and records and accounts, which accurately and fairly reflect, in reasonable detail, the activities of the Company in all material respects and which have been maintained in accordance with sound business practices and applicable law. There has been no material change in the accounting methods or practices of the Company since the earliest date covered therebyby the Company Historical Financial Statements, except as otherwise expressly noted therein;disclosed therein or in subsequent financial statements forming part of the Company Public Disclosure Record. (Bc) fairly present Since June 30, 2018, there has been no Material Adverse Effect. (d) Neither any Credit Party nor any Subsidiary has any Indebtedness (other than Indebtedness permitted pursuant to Section 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated statement of financial condition position of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower Company and its Subsidiaries as of the date thereofClosing Date after giving effect to the issuance of the Notes (the “Pro Forma Balance Sheet”) but not any application of the proceeds have been delivered to the Purchasers. The Pro Forma Balance Sheet presents fairly in all material respects, including liabilities for taxes, material commitments the estimated financial position of the Company and contingent obligationsthe Subsidiaries in accordance with IFRS as of the Closing Date. (be) The threeCompany’s auditors, who audited the Last Audited Financial Statements (as applicable) and who provided their audit report thereon, are independent public accountants as required under applicable securities Laws and there has never been a reportable event (within the meaning of NI 51-year projections 102) between the Company and the Company’s auditors. (f) Except as set forth in Schedule 5.12 or the Company Public Disclosure Record, none of the Borrower and directors, officers or employees of the Company or any of its Subsidiaries delivered or any person who owns, directly or indirectly, more than ten percent (10%) of any class of securities of the Company or Holdings or securities of any person exchangeable for more than ten percent (10%) of any class of securities of the Company or Holdings, or to the Lenders on knowledge of the Company, any associate or prior to affiliate of any of the Closing Date have been prepared foregoing had or has any material interest, direct or indirect, in good faith based upon reasonable assumptionsany transaction or any proposed transaction with the Company or Holdings or any of either of their Subsidiaries.

Financial Condition. (i) The audited Consolidated financial pro forma combined balance sheet of Mid-Holdings as of December 31, 2014, prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (including the notes thereto) (the “Pro Forma Balance Sheet”) and (ii) the pro forma combined statements of the Borrower income and its Consolidated Subsidiaries cash flows of Mid-Holdings for the fiscal years twelve-month period ended 2007December 31, 2008 and 2009 2014, prepared after giving effect to the Transactions as if the Transactions had occurred at the beginning of such twelve-month period (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared in good faith based on information available to Mid-Holdings as of the date of delivery thereof and assumptions believed by Mid-Holdings to be reasonable when made and at the time so furnished, and present fairly in all material respects on a pro forma basis, in the case of (i) above, the estimated financial position of Mid-Holdings (after giving effect to the Transactions as described in clause (i) above) as at December 31, 2014, and, in the case of (ii) above, the estimated results of operations for the period covered thereby (after giving effect to the Transactions as if the Transactions had occurred at the beginning of such period). (b) The audited combined balance sheets of the Business as at December 31, 2012 and December 31, 2013, and the related Consolidated combined statements of operationsincome, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the unaudited Consolidated combined financial statements condition of the Borrower Business as at such date, and the combined results of its Subsidiaries operations, changes in stockholders’ equity and combined cash flows for the year-to-date period ending on June 30respective fiscal years then ended. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes (unless otherwise noted therein) applied consistently throughout the periods involved (except as disclosed therein). (c) The unaudited combined balance sheet and related statements of income, stockholders’ equity and cash flows of the Business as of and for the unaudited statementsfour fiscal quarter period ended December 31, consistently applied throughout 2014, copies of which have heretofore been furnished to the period covered therebyAdministrative Agent, except as otherwise expressly noted therein; (B) present fairly present in all material respects the combined financial condition of the Borrower Business as at such date, and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and combined results of operations its operations, changes in stockholders’ equity and combined cash flows for the four fiscal quarter period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date then ended. All such financial statements have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein.

Financial Condition. (ia) The audited Consolidated financial consolidated balance sheets of the Parent Borrower as at December 31, 2022, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007income, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such date, reported on by and accompanied by an unqualified report from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, (ii) present fairly, in all material respects, the unaudited Consolidated consolidated financial statements condition of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of June 30its operations and its consolidated cash flows for the three-month periods then ended (subject to normal year-end audit adjustments). All such financial statements, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations). (b) The three-year projections As of the Borrower Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and its Subsidiaries delivered liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the Lenders on or prior most recent financial statements referred to in paragraph (b). During the period from December 31, 2022 to and including the Closing Date have there has been prepared no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole (other than in good faith based upon reasonable assumptionsthe ordinary course of business).

Financial Condition. (a) The Initial Projections, copies of which have heretofore been furnished to the Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) The audited Consolidated financial statements the consummation of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such datesTransaction, (ii) the unaudited Consolidated financial statements Term Loan to be made on the Closing Date and the use of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date proceeds thereof and (iii) a pro forma balance sheet the payment of fees and expenses in connection with the Borrower and its Subsidiaries as of June 30, 2010: (A) were foregoing. The Initial Projections have been prepared in accordance with GAAP but without footnotes for based on the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, best information available to Holdings as of the date thereof (subjectof delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at the dates set forth in the case Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such dates and assuming the accuracy of the unaudited financial statements, projections provided by InfuSystem to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsHoldings. (b) The three-year projections Initial Financial Statements, including reports thereon by and accompanied by an unqualified report from Deloitte and Touche LLP, present fairly the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries delivered to as at the Lenders on or prior to dates set forth therein, and the Closing Date consolidated results of its operations and its consolidated cash flows for the respective periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities or liabilities for Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that is not reflected in the most recent financial statements referred to in this clause (b). During the period from December 31, 2006 to and including the Closing Date there has been no Disposition by Holdings or any of its Subsidiaries of any material part of its business or property.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at April 1, 2007 (the “Pro Forma Balance Sheet”), a copy of June 30which has heretofore been furnished to the Administrative Agent, 2010:has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Revolving Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Restricted Subsidiaries as at April 1, 2007, assuming that the events specified in the preceding sentence had actually occurred at such date. (Ab) were prepared in accordance with GAAP but without footnotes The audited consolidated balance sheets of the Borrower as at December 31, 2006, and the related consolidated statements of income and of cash flows for the unaudited statementsFiscal Year ended on such date, consistently applied throughout reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its Subsidiaries, as applicable, as operations and its consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the date thereof (subjectBorrower as at April 1, in 2007, and the case related unaudited consolidated statements of income and cash flows for the thirteen-week period ended on such date, present fairly the consolidated financial condition of the unaudited financial statementsBorrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the thirteen-week period then ended (subject to normal year-end audit adjustments) ). All such financial statements, including the related schedules and results notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of operations for the period covered thereby; and (C) show all material Indebtedness accountants and other liabilities, direct or contingent, as required by GAAP, disclosed therein). As of the Closing Date, neither the Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that should be and contingent obligations. (b) The three-year projections of are not reflected under GAAP 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 Asset Sale by the Borrower and or any Group Member of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsproperty.

Financial Condition. (i) The audited Consolidated financial statements consolidated balance sheets of the Parent Borrower and its Consolidated consolidated Subsidiaries for the fiscal years ended 2007as of December 31, 2008 2008, December 31, 2009 and 2009 together with December 31, 2010 and the related Consolidated consolidated statements of operationsincome, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the unaudited Consolidated consolidated financial statements condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its Subsidiaries for the year-to-date period ending on June 30consolidated Subsidiaries. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period covered therebyfrom December 31, 2010, to and including the Closing Date, except in connection with the consummation of the Transactions or as otherwise expressly noted therein; permitted by the Predecessor ABL Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (Bincluding any Capital Stock of any other Person) fairly present material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as applicable, as of the date thereof (subjecta whole, in each case, which is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) notes thereto and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsDate.

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet sheets of the Borrower and its Subsidiaries as of June October 30, 2010: 2011, October 31, 2010 and November 1, 2009 and the related consolidated statements of operations, equity and cash flows for the Fiscal Years ended October 30, 2011, October 31, 2010 and November 1, 2009, reported on by and accompanied by unqualified reports from Ernst & Young LLP, and (Aii) were the unaudited consolidated balance sheets of the Borrower and its Subsidiaries and the related consolidated statements of operations, equity and cash flows for the fiscal quarters ended January 29, 2012 and April 29, 2012 present fairly, in all material respects, the consolidated financial condition as at such dates, and the consolidated statements of operations and consolidated cash flows for the respective periods then ended, of the Borrower and its Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer, and disclosed in any such schedules and notes). Except as disclosed on Schedule 5.1, during the period covered therebyfrom October 30, 2011 to and including the Closing Date, except as otherwise expressly noted therein; provided in or permitted under the Acquisition Agreement or in connection with the Transactions, there has been no sale, transfer or other disposition by the Borrower and its Subsidiaries of any material part of its business or property and no purchase or other acquisition by the Borrower and its Subsidiaries of any business or property (Bincluding any Capital Stock of any other Person) fairly present which in either case is material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, taken as applicablea whole, as of the date thereof (subject, which is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct notes thereto or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date Date. (b) As of the Closing Date, except as set forth in the financial statements referred to in Subsection 5.1(a), there are no liabilities of any Loan Party of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, which would reasonably be expected to result in a Material Adverse Effect. (c) The pro forma balance sheet and statements of operations of the Borrower and its Subsidiaries, copies of which have heretofore been furnished to each Lender, are the balance sheet and statements of operations of the Borrower and its Subsidiaries as of April 29, 2012, adjusted to give effect (as if such events had occurred on such date for purposes of the balance sheet and on May 2, 2011, for purposes of the statement of operations), to the consummation of the Transactions, and the Extensions of Credit hereunder on the Closing Date. (d) The Projections have been prepared by management of the Borrower in good faith based upon assumptions believed by management to be reasonable assumptionsat the time of preparation thereof (it being understood that such Projections, and the assumptions on which they were based, may or may not prove to be correct).

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at June 30, 2003 (including the fiscal years ended 2007notes thereto) (the “Pro Forma Balance Sheet”), 2008 copies of which have heretofore been furnished to each Lender, has been prepared giving effect to (i) the consummation of the Acquisition, (ii) the Loans to be made and 2009 together the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at June 30, 2003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2002, December 31, 2001 and December 31, 2000, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30respective fiscal years then ended. The audited consolidated balance sheets of the Schlumberger Business as at December 31, 20102002, together with December 31, 2001 and December 31, 2000, and the related Consolidated consolidated statements of operations income and of cash flows for the year-to-date period ending fiscal years ended on such date dates, reported on by and (iii) a pro forma accompanied by an unqualified report from PricewaterhouseCoopers, present fairly the consolidated financial condition of the Schlumberger Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the 9-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the 9-month period then ended (subject to normal year-end audit adjustments). The unaudited consolidated balance sheet of the Schlumberger Business as of June at September 30, 2010: 2003, and the related unaudited consolidated statements of income and cash flows for the 9-month period ended on such date, present fairly the consolidated financial condition of the Schlumberger Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-month period then ended (A) were 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 but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower ). Except as described on Schedule 5.1, no Group Member has any material Guarantee Obligations, contingent liabilities and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 1, 2003 to and contingent obligations. (b) The three-year projections of including the date hereof there has been no Disposition by the Borrower and of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsproperty.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2021 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor's independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2021 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2021. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Borrower as of the Funding Date (including the notes thereto) (the “Pro Forma Balance Sheet”), a copy of which have heretofore been furnished to Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) The audited Consolidated financial statements Loans to be made on the Funding Date and the use of the Borrower proceeds thereof and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements payment of the Borrower fees, expenses and its Subsidiaries for the year-to-date period ending on June 30, 2010, together taxes in connection with the related Consolidated statements of operations for foregoing. The Pro Forma Balance Sheet has been prepared based on the year-to-date period ending on such date and (iii) a pro forma balance sheet of the best information available to Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subjectof delivery thereof, and presents fairly, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilitiesrespects, direct or contingent, as required by GAAP, on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as of the date thereofFunding Date, including liabilities for taxes, material commitments and contingent obligationsassuming that the events specified in the preceding sentence had actually occurred at such date. (b) The threeunaudited consolidated balance sheet of Borrower as at June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the six-year projections month period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the Borrower consolidated results of its operations and its Subsidiaries delivered consolidated cash flows for the six-month period then ended (subject to normal year end audit adjustments). All such financial statements, including the Lenders on or prior to the Closing Date related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved, except that the reports for June 30, 2013 are on a cash basis, subject to year-end audit adjustment. (c) Except as provided on Schedule 3.1(c), no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements delivered pursuant to Section 5.1 of the Existing Credit Agreement. During the period from June 30, 2013 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or Property.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2022 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2022 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or Property, nor has it purchased or otherwise acquired any business or Property (Bincluding any Capital Stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2022. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) i. The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30December 31, 2010: 1997, and the related audited income statement and cash flows of Borrower, (A) were prepared in accordance with GAAP but without footnotes for collectively, "Financials"), copies of which have heretofore been delivered to Bank by Borrower are true and correct, and the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) Financials fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date dates thereof (subject, in and the case results of the unaudited financial statements, to normal year-end adjustments) and results operations of operations Borrower for the period periods covered thereby; and (C) show all material Indebtedness , and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in accordance with generally accepted accounting principles on a basis consistently maintained. Since December 31, 1997, there have been no events or occurrences which, individually or in the aggregate, have had or are reasonably likely to have a Materially Adverse Effect. Borrower has no knowledge of any liabilities, contingent or otherwise, at such date not reflected in said balance sheet which are required under such generally accepted accounting principles to be so reflected, and Borrower has not entered into any special commitments or substantial contracts since the date of such balance sheet, other than in the ordinary and normal course of its business which could not reasonably be expected to have a Materially Adverse Effect. Except for Borrower's obligations under the Loan Documents, and the Indebtedness for Borrowed Money reflected in SCHEDULE 12(b)(iv) attached hereto, or as permitted hereunder, Borrower has no Indebtedness for Borrowed Money or guaranties or contingent obligations in respect of Indebtedness for Borrowed Money. ii. The projected consolidated financial statements of Borrower and its subsidiaries for the fiscal years ending December 31, 1998, December 31, 1999, and December 31, 2000 ("Projections"), copies of which have heretofore been delivered by Borrower to Bank, have been prepared on the basis of the assumptions accompanying them and reflect the best good faith estimates by Borrower of the performance of Borrower for the periods covered thereby, and the financial condition of Borrower as of the dates thereof, based upon reasonable on such assumptions. Without limiting the foregoing, Bank acknowledges that there are no assurances that the Borrower's actual financial performance will be consistent with these projections.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2023 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2023 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2023. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred as of the last day of the fiscal quarter of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with 2021) to the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet consummation of the Transactions. The Pro Forma Financial Statements have been prepared in good faith based on information available to the Borrower as of the date thereof, and present fairly in all material respects on a Pro Forma Basis the estimated and projected consolidated financial position of Borrower and its Subsidiaries as of June 30, 2010:2021, assuming that the events specified in the preceding sentence had actually occurred at such date. (Ab) were prepared The Annual Financial Statements of the Borrower reported on by and accompanied by an unqualified report from G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP and of the Target Parties reported on by and accompanied by an unqualified report from R▇▇▇▇▇▇▇ + Rowella, LLP present fairly in accordance with GAAP but without footnotes for all material respects the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries or the Targets and their Subsidiaries as at such date (other than any qualifications as may be required as a result of (x) an actual or prospective default or event of default with respect to a financial covenant under this Agreement and the definitive documentation governing any material Indebtedness (including the financial covenant set forth in Section 7.1) or (y) the impending maturity of any material Indebtedness), as applicable, as and the consolidated results of its operations and consolidated cash flows for the respective fiscal year then ended. The Interim Financial Statements of the date thereof (subject, Borrower and its Subsidiaries present fairly in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, respects the consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the periods then ended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto and all financial statements delivered by the Borrower to the Administrative Agent pursuant to Section 6.1 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). None of any Group Member had, as of the date thereofClosing Date, including any material Guarantee Obligations, contingent liabilities and liabilities for taxes, material commitments and contingent obligations. (b) The threeor any long-year projections term leases or unusual forward or long-term commitments, including any interest rate or Foreign Currency swap or exchange transaction or other obligation in respect of derivatives, that, to the extent required to be shown in accordance with GAAP, are not reflected in the most recent financial statements referred to in this paragraph, other than certain liabilities of the Borrower and its Subsidiaries delivered to Target Loan Parties for which indemnification is specifically provided for under the Lenders on Acquisition Agreement or prior to has been reflected as a reduction in purchase price under the Closing Date have been prepared in good faith based upon reasonable assumptionsAcquisition Agreement.

Financial Condition. (ia) The audited Consolidated consolidated financial statements of the Borrower Parent dated June 30, 1998, June 30, 1999 and its Consolidated Subsidiaries for the fiscal years ended 2007June 30, 2008 2000, and 2009 together with the related Consolidated consolidated statements of income or operations, changes in stockholders’ shareholders' equity and of cash flows for the fiscal years periods ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; (Bii) present fairly present the financial condition of the Borrower Parent and its Subsidiaries, as applicable, Subsidiaries as of the date dates thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period periods covered thereby; and (Ciii) except as specifically disclosed in Schedule 6.11, show all material Indebtedness indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsContingent Obligations, to the extent required by GAAP to be shown on such financial statements. (b) Since June 30, 2000, there has been no Material Adverse Effect. (c) The three-year projections Company has furnished to each Agent and each Lender an estimated consolidated pro forma balance sheet of the Borrower Parent and its Subsidiaries delivered as of June 30, 2001 (giving effect to the Lenders Refinancing Transactions, assuming all such transactions had occurred on or prior June 30, 2001), prepared by the Company and certified as true and correct in all material respects by a Responsible Officer of the Company. (d) The Company has furnished to each Agent and each Lender financial projections and covering the Closing Date have been period from the commencement of the 2002 fiscal year through the 2010 fiscal year. Such projections were prepared by the Company and its Subsidiaries in good faith based upon on the basis of information and assumptions that the Company and its senior management believed to be reasonable assumptionsas of the date of such projections and such assumptions are reasonable as of the Restatement Date (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Company's control, and that no assurance can be given that the projections will be realized).

Financial Condition. (a) The pro forma covenant compliance certificate described in Section 5.1(l), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) The audited Consolidated financial statements the Loans to be made on the Funding Date and the use of proceeds thereof, (ii) the repayment of Indebtedness under the Existing Credit Agreement and the Existing Term Loan Agreement and (iii) the payment of fees and expenses in connection with the foregoing. Such certificate has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial covenant compliance of Borrower and its Consolidated consolidated Subsidiaries for as at the fiscal years ended 2007Funding Date, 2008 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of Holdings and 2009 together with its Subsidiaries as at December 31, 2006, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by and accompanied by an unqualified report from KPMG, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of June its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 2010: 2007, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of Holdings 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 (A) were 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 but without footnotes applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except for the unaudited lack of footnotes with interim statements). No Group Member has any material Guarantee Obligations, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower contingent liabilities and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material commitments and contingent obligations. (b) The three-year projections part of its business or property other than the prepayment of the Borrower mortgage note of Alliance Hospital and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsCentinela Hospital Medical Center.

Financial Condition. (i) The audited Consolidated financial statements balance sheets of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007as of January 31, 2008 2004, January 29, 2005 and 2009 January 28, 2006 together with the related Consolidated statements of income or operations, changes in stockholdersand Consolidated statements of shareholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements balance sheets of the Borrower and its Subsidiaries for the year-to-date period ending on June 30as of July 29, 20102006, together with the related unaudited Consolidated statements of income or operations and Consolidated cash flows (to the extent available) for the yeartwelve-to-date month period ending on such date July 29, 2006 and (iii) a an unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of June 30July 29, 20102006: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsobligations required to be included in accordance with GAAP. (b) The three-projections through the fiscal year projections ending January, 2009 of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsassumptions contained therein.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2012 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2012 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2012. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at October 31, 2012 (including the notes thereto) and related statements of income and cash flows (the “Pro Forma Financial Statements”), a copy of which has heretofore been furnished to the Administrative Agent, have been prepared giving effect (as if such events had occurred on such date or on the first day of the 12-month period ending as of such date, as applicable) to (i) The audited Consolidated financial statements the Loans to be made on the Amendment Effective Date and the use of the Borrower proceeds thereof and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared in good faith, based upon estimates and assumptions used to prepare the pro forma financial statements information contained in the Lender Presentation (which estimates and assumptions are believed to be reasonable as of the Borrower Amendment Effective Date), and its Subsidiaries for the year-to-date period ending present fairly on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet basis the estimated financial position of the Borrower Company and its consolidated Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes at and for the unaudited statements12-month period ended October 31, consistently applied throughout 2012, assuming that the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, events specified in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationspreceding sentence had actually occurred at such date. (b) The three-year projections Company Historical Financial Statements, copies of which have heretofore been furnished to the Administrative Agent, present fairly the consolidated financial condition and results of operations of the Borrower Company as at such dates and its Subsidiaries delivered to for the Lenders on or prior to periods then ended in all material respects. All such financial statements, including the Closing Date related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the respective periods involved. As of October 31, 2012, the Company and its Subsidiaries do not have any material Guarantee Obligations, 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 annual financial statements referred to in this paragraph or quarterly financial statements for the fiscal quarter ended October 31, 2012.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at September 30, 2013, and unaudited pro forma statement of operations of the Borrower and its consolidated Subsidiaries for the fiscal years twelve-month period then ended 2007(including the notes thereto) (the “Pro Forma Financial Statements”), 2008 copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions and 2009 together with all other transactions that would be required to be given pro forma effect by Regulation S-X (and such other adjustments as have been agreed to by the Joint Bookrunners), as if such transactions had occurred on September 30, 2013 (in the case of such unaudited pro forma balance sheet) or at the beginning of such twelve-month period (in the case of such unaudited statement of operations). The Pro Forma Financial Statements have been prepared in good faith by the Borrower, and present fairly in all material respects on a pro forma basis the estimated financial position and results of operations of the Borrower and its consolidated Subsidiaries as at September 30, 2013, and for such period then ended, assuming that such transactions had actually occurred at such date or at the beginning of such period, as the case may be. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at September 30, 2012 and September 30, 2013, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from Deloitte & Touche, LLP, as the unaudited Consolidated case may be, present fairly in all material respects the consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of June 30its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations). (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Canadian Borrower and its consolidated Subsidiaries as at March 31, 2001 (including the notes thereto) (the "Pro Forma Balance Sheet"), and the unaudited pro forma income statements of the Canadian Borrower for the fiscal year ended December 30, 2000 and the four fiscal quarters ended March 31, 2001 (the "Pro Forma Income Statements"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date, in the case of the Pro Forma Balance Sheet, or as if such events had occurred on the first day of the period covered thereby, in the case of the Pro Forma Income Statements) to (i) The audited Consolidated financial statements the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statements are based upon good faith estimates and assumptions believed by management of the Borrowers to be reasonable at the time made and present fairly on a pro forma basis the estimated financial position of the Canadian Borrower and its Consolidated consolidated Subsidiaries as at March 31, 2001 and the estimated income of the Canadian Borrower and its Subsidiaries for the fiscal years ended 2007period covered thereby, 2008 assuming that the events specified in the preceding sentence had actually occurred at such date, in the case of the Pro Forma Balance Sheet, or as if such events had occurred on the first day of the period covered thereby, in the case of the Pro Forma Income Statements. (b) The audited consolidated balance sheets of the Canadian Borrower as at January 1, 2000 and 2009 together with December 30, 2000 and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly the unaudited Consolidated consolidated financial statements condition of the Canadian Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma respective fiscal years then ended. The unaudited consolidated balance sheet of the Canadian Borrower as at March 31, 2001 and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Canadian Borrower as at such date, and the consolidated results of its operations and its Subsidiaries as of June 30consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as ). As of the date thereof (subject, in the case of the unaudited such financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Canadian Borrower and its Subsidiaries as of the date thereofdid not have any material Guarantee Obligations, including 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 (including notes and schedules thereto). During the period from March 31, 2001 to and including the date of this Agreement there has been no Disposition by the Canadian Borrower of any material commitments and contingent obligationspart of its business or Property. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries Holdings as of June 30, 2010: (A) were prepared 1996, a copy of which has heretofore been furnished to each Lender, presents fairly, in all material respects, in accordance with GAAP but without footnotes for GAAP, the unaudited statements, consistently applied throughout consolidated financial condition of Holdings as at such date subject to normal year end audit adjustments and such balance sheet is condensed and excludes detailed footnote disclosures. As of the period covered therebydate of such balance sheet, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, disclosed in the case Registration Statement, neither Holdings nor any of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of had any material obligation, contingent or otherwise, which was not reflected therein or in the date thereof, including liabilities for taxes, material commitments notes thereto and contingent obligationswhich would have a Material Adverse Effect. (b) The three-year projections audited consolidated balance sheet of the Borrower Holdings and its Subsidiaries delivered at December 31, 1995, as restated, and the related consolidated statements of operations, stockholders' equity and cash flows for the fiscal year ended on such date, reported on by Deloitte & Touche LLP, copies of each of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP in all material respects the Lenders on or prior to consolidated financial condition of Holdings and its Subsidiaries as at such date, and the Closing Date consolidated results of their operations and cash flows for the fiscal period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in good faith based accordance with GAAP applied consistently throughout the period involved (except as concurred in by the Accountants (as defined below). Except as disclosed in the Registration Statement, neither Holdings nor any of its Subsidiaries had, as of the date of such financial statements, any material obligation, contingent or otherwise, which was not reflected in the foregoing statements or in the notes thereto and which would have a Material Adverse Effect. (c) Except as set forth in the Registration Statement, since December 31, 1995, there have not been any events or states of fact which individually or in the aggregate would have a Material Adverse Effect. (d) Between December 31, 1995 and the Closing Date, except as disclosed in Schedule 5.6(d), no dividends or other distributions have been declared, paid or made upon reasonable assumptionsany shares of capital stock of the Company nor have any shares of capital stock of the Company been redeemed, retired, purchased or otherwise acquired by the issuer thereof.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as and related pro forma consolidated statements of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition income of the Borrower and its SubsidiariesCompany as at March 31, 2015 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as applicable, if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date thereof (subjectof delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Company and its consolidated Subsidiaries as at March 31, 2015 assuming that the events specified in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationspreceding sentence had actually occurred at such date. (b) The three-year projections financial statements delivered pursuant to Section 4.1(c) present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries delivered to as at such applicable date, and the Lenders on or prior to consolidated results of its operations and its consolidated cash flows for the Closing Date respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since January 1, 2015, there have been no transactions entered into by Company or any of its consolidated Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its consolidated Subsidiaries considered as one enterprise, and except for regular quarterly distributions on the common units of the Company paid on February 12, 2015 and May 12, 2015, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stock.

Financial Condition. (ia) The audited Consolidated financial statements consolidated balance sheets of the Parent Borrower and its Consolidated consolidated Subsidiaries for the fiscal years ended 2007as of December 31, 2008 2008, December 31, 2009 and 2009 together with December 31, 2010 and the related Consolidated consolidated statements of operationsincome, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the unaudited Consolidated consolidated financial statements condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its Subsidiaries for the year-to-date period ending on June 30consolidated Subsidiaries. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period covered therebyfrom December 31, 2010, to and including the Closing Date, except in connection with the consummation of the Transactions or as otherwise expressly noted therein; permitted by the Predecessor Term Loan Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (Bincluding any Capital Stock of any other Person) fairly present material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as applicable, as of the date thereof (subjecta whole, in each case, which is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) notes thereto and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsDate.

Financial Condition. (i) The Audited Financial Statements and audited Consolidated financial consolidated balance sheets of the Parent and its Subsidiaries as at the end of the Fiscal Years ended January 29, 2022 and January 28, 2023 and the related consolidated statements of the Borrower operations and its Consolidated Subsidiaries for the fiscal years ended 2007comprehensive income (loss), 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for such Fiscal Years, including the fiscal years ended notes thereto, reported on such dates, by and accompanied by an unqualified report from PricewaterhouseCoopers LLP (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (Ai) were prepared in accordance with GAAP but without footnotes consistently applied throughout the period covered thereby, except as approved by the aforementioned firm of accountants and disclosed therein, and (ii) fairly present in all material respects the financial condition of the Parent and its Subsidiaries, on a Consolidated basis, as at such dates and their results of operations, cash flows and changes in shareholders’ equity for the unaudited statements, period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;. (Bii) The Unaudited Financial Statements and unaudited financial statements of the Parent as at and for the Fiscal Quarter ended on April 29, 2023 (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of the Borrower Parent and its SubsidiariesSubsidiaries on a Consolidated basis as at such dates and their results of operations, cash flows and changes in shareholders’ equity for the period covered thereby in accordance with GAAP consistently applied throughout the periods covered thereby, except as applicableotherwise expressly noted therein, as of the date thereof (subject, in the case of clauses (i) and (ii), to the unaudited financial statements, absence of footnotes and to normal year-end audit adjustments) and results of operations for the period covered thereby; and. (Ciii) show all material Indebtedness and other liabilities, direct or contingentExcept as set forth on Schedule 5.01(c), as required by GAAP, of the Borrower and First Amendment Effective Date, none of Parent or its Subsidiaries (i) has any material Guarantee Obligations, contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in Section 5.01(a) or (b) which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Parent its Subsidiaries as of the date thereofFirst Amendment Effective Date and (ii) is 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 Section 5.01(a) or (b), including liabilities for taxes, material commitments (x) which was incurred by the Parent or any of its Subsidiaries or guaranteed by the Parent or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Parent or any of its Subsidiaries and contingent obligations(y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Parent or any of its consolidated Subsidiaries or with any Indebtedness or Equity Interests issued by the Parent or any such Subsidiary. (biv) The three-year projections As of the Borrower and its Subsidiaries First Amendment Effective Date, the Financial Performance Projections delivered to the Lenders on or prior to Agent and attached hereto as Schedule 5.01(d) represent the Closing Date have been prepared in Loan Parties’ good faith estimate of future financial performance and are based upon on assumptions believed by the Loan Parties to be fair and reasonable assumptionsin light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Financial Performance Projections may materially differ from the projected results set forth therein.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its consolidated Subsidiaries as at December 31, 2009 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on 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 Balance Sheet has been prepared in good faith based on assumptions believed by Parent to be reasonable and as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Parent and its consolidated Subsidiaries as at December 31, 2009, assuming that the events specified in the preceding sentence had actually occurred at such date and giving effect to the other assumptions set forth therein. (b) The audited Consolidated financial consolidated balance sheets of Parent as at December 31, 2009 and December 31, 2008, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on December 31, 2009, December 31, 2008 and December 31, 2007, reported on by and accompanied by a report from KPMG LLP, present fairly in all material respects the consolidated financial condition of Parent as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. (iic) the unaudited Consolidated financial statements of the Borrower Parent and its Subsidiaries for the year-to-date period ending on June 30do not have any material Guarantee, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date contingent liabilities and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected or disclosed in the notes in the most recent financial statements of Parent referred to in this paragraph or otherwise permitted by this Agreement and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered disclosed to the Lenders on in writing. During the period from December 18, 2009 to and including the date hereof there has been no Disposition by Parent or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsany of its Subsidiaries of any material part of its Business or Property.

Financial Condition. (ia) The unaudited pro forma consolidated balance sheet of Holdings as at September 28, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma statement of operations of Holdings for the nine month period ending on such date (the “Pro Forma Statement of Operations”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared assuming that the transactions discussed in the section of the Final Prospectus entitled “Unaudited Pro Forma Financial Information” had been completed and the material changes to contractual arrangements discussed in such section of the Final Prospectus, which will occur in connection with the completion of the offering and related transactions discussed in such section of the Final Prospectus, had become effective, in each case as of September 28, 2006 (with respect to the Pro Forma Balance Sheet) and as of the first day of such nine month period (with respect to the Pro Forma Statement of Operations), and were based upon assumptions which, in light of the circumstances under which they were prepared, were believed by the Borrower or Holdings in good faith to be reasonable (it being understood that such projections are by their nature inherently uncertain and actual results may differ materially from such projections). The Pro Forma Balance Sheet and the Pro Forma Statement of Operations do not purport to reflect the results of operations or financial position of Holdings and the Borrower that would have occurred had they operated as separate, independent companies during the periods presented. The historical results of operations of the Borrower have been significantly impacted by related party transactions. The pro forma consolidated financial information should not be relied upon as being indicative of the results of operations or financial condition of Holdings or the Borrower had the contractual adjustments and the transaction adjustments referred to in the foregoing paragraph been completed on the first day of such nine month period, with respect to the Pro Forma Statement of Operations, and as of September 28, 2006, with respect to the Pro Forma Balance Sheet. (b) The audited Consolidated financial statements consolidated balance sheets of the Borrower as of December 29, 2005 and its Consolidated Subsidiaries for the fiscal years ended 2007September 28, 2008 2006, and 2009 together with the related Consolidated consolidated statements of operations, changes in stockholdersmembers’ equity and of cash flows for the fiscal years nine month periods ended on such dates, (ii) reported on by and accompanied by a report from Deloitte & Touche LLP, copies of which have heretofore been furnished to the unaudited Consolidated Administrative Agent, present fairly, in all material respects, the consolidated financial statements position of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its consolidated Subsidiaries as of June 30such dates, 2010: (A) were and the consolidated results of its operations and its consolidated cash flows for the respective nine month periods then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations). (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at March 31, 2002 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information reasonably available to Holdings as of the date of delivery thereof and on good faith estimates and assumptions believed to be reasonable at the time made, and presents fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at March 31, 2002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited Consolidated financial consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2000 and December 31, 2001, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from PricewaterhouseCoopers L.L.P., present fairly in all material respects the financial condition of Holdings and its consolidated Subsidiaries as at such date, and the results of its operations and its cash flows for the respective fiscal years then ended. The unaudited Consolidated financial consolidated balance sheet of Holdings and its consolidated Subsidiaries as at March 31, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the combined results of its operations and its combined cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and for the absence of certain notes thereto). Except as set forth on Schedule 4.1(b), as of the Effective Date, Holdings, the Borrower and its their respective Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities 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, which are not reflected in the year-to-date period ending on June 30, 2010, together most recent financial statements referred to in this paragraph but which would in accordance with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) GAAP be so reflected in a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof Effective Date or (subject, 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 case of the unaudited most recent financial statementsstatements referred to in this paragraph, to normal year-end adjustments(x) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required which was incurred by GAAP, of the Borrower and or any of its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of or guaranteed by the Borrower and or any of its Subsidiaries delivered at any time or the proceeds of which are or were transferred to or used by the Lenders on Borrower or prior any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the Closing Date have been prepared in good faith based upon reasonable assumptionsproceeds of payments to such Person by the Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Borrower or any such Subsidiary.

Financial Condition. (a) The SpinCo Financial Information fairly presents, in all material respects, the financial condition and results of operations of the SpinCo Business, as of the dates indicated therein and for the periods referred to therein; provided that the SpinCo Financial Information and the representations and warranties in this Section 4.1(a) are qualified by the fact that (i) The audited Consolidated the SpinCo Business has not operated on a separate standalone basis and has historically been reported within 3M’s combined financial statements of the Borrower statements, and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated SpinCo Financial Information assumes certain allocated charges and credits, which do not necessarily reflect amounts that would have resulted from arm’s-length transactions or that the SpinCo Business would incur on a standalone basis. The SpinCo Financial Information was prepared based on the accrual basis of accounting consistently applied by 3M and consistent with the methodologies described in the sell-side financial due diligence report prepared by a “big four” accounting firm, dated October 30, 2020, and supplemented as of October 25, 2021, related to the unaudited, adjusted carve out statement of revenue and expenses and select balance sheet information of the SpinCo Business for the periods indicated therein, and were derived from the financial reporting systems and the consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 303M, 2010, together with the related Consolidated which consolidated financial statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections audited consolidated balance sheets of the Borrower Parent most recently delivered pursuant to Section 6.1(a) and the related consolidated statements of income and cash flows of the Parent for such fiscal year, and the unaudited consolidated balance sheet of the Parent most recently delivered pursuant to Section 6.1(b) and the related consolidated statements of income and cash flows of the Parent for such quarterly period, in each case, present fairly in all material respects the financial condition of the Parent as at such dates, and the combined results of its operations and its Subsidiaries delivered to combined cash flows for the Lenders on applicable annual or prior to quarterly period then ended. All such financial statements, including the Closing Date related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as approved by BDO USA, LLP and disclosed therein).

Financial Condition. (a) Each of (i) The the audited Consolidated consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries for the fiscal years ended 2007dated December 31, 2008 2014, and 2009 together with the related Consolidated consolidated statements of operationsincome, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years Fiscal Year ended on such datesthat date, reported on by PricewaterhouseCoopers LLP, independent public accountants and (ii) the unaudited Consolidated consolidated financial statements of the Borrower Company and its Subsidiaries dated March 31, 2015, and the related consolidated statements of income, shareholders’ equity and cash flows for the year-to-date period ending ended on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010that date: (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the such unaudited financial statements, to normal year-ordinary, good faith year end adjustmentsand audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material respects the financial condition, results of operations, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (Ciii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The threeEach of (x) the December 31, 2014 Annual Statement of each Insurance Subsidiary and (y) the March 31, 2015 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-year projections end adjustments; and (ii) were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the Borrower respective Insurance Subsidiaries covered thereby as of the respective dates thereof and changes in Capital and Surplus of the respective Insurance Subsidiaries covered thereby for the respective periods then ended. Except for liabilities and obligations disclosed or provided for in the Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the date of its Subsidiaries delivered respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (whether absolute, contingent or otherwise and whether or not due) that, in accordance with SAP, would have been required to have been disclosed or provided for in such Historical Statutory Statement. (c) The financial projections, budgets and estimates are as to future events provided to the Lenders on or Agent prior to the Closing Date date hereof have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable assumptionsat the time that they are provided to the Agent, it being understood and agreed that (i) financial projections, budgets and estimates are as to future events and are not to be viewed as facts, (ii) financial projections, budgets and estimates are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, (iii) no assurance can be given that any particular financial projections, budgets or estimates will be realized and (iv) actual results during the period or periods covered by any such projections, budgets or estimates may differ significantly from the projected, budgeted or estimated results and such differences may be material. (d) Since December 31, 2014, there has been no material adverse change in the business, properties, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower Company and its Consolidated consolidated Subsidiaries for delivered pursuant to Section 7.1(b) (i) present fairly, in all material respects, the fiscal years ended 2007, 2008 consolidated financial condition of the Company and 2009 together with its consolidated Subsidiaries as of the related Consolidated statements date of operations, changes in stockholders’ equity such financial statement and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, thereby except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at September 30, 2018 delivered pursuant to Section 7.1(b) and the related consolidated statements of income or operations, shareholder’s equity and cash flows for the fiscal quarter ended on that date (i) present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except to the Lenders on or prior extent provided in the notes to such financial statements, subject to year-end audit adjustments. (c) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2018 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to the Closing Date have Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions and the other transactions and events described in Section 7.1(m). The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed by the Company to be reasonable assumptionsas of the date of delivery thereof to the Administrative Agent and as of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto, presents fairly in all material respects on a pro forma basis, the estimated financial position of the Company and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

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 assumptions deemed reasonable at the time of the preparation thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as of December 31, 2013 assuming that the events specified in the preceding sentence had actually occurred at such date, subject to year-end audit adjustments and lack of footnotes. (b) The audited Consolidated financial consolidated balance sheets of Holdings and its Subsidiaries as of December 31, 2010, December 31, 2011, and December 31, 2012, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from PriceWaterhouseCoopers LLP, present fairly in all material respects the unaudited Consolidated consolidated financial statements condition of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of June 30its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present ). During the financial condition of the Borrower period from January 1, 2013 to and its Subsidiaries, as applicable, as of including the date thereof (subjecthereof, in the case there has been no Disposition by any Group Member of the unaudited financial statements, to normal year-end adjustments) and results any material part of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct its business or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsproperty. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial consolidated balance sheet of Holdings and its consolidated Subsidiaries as at February 27, 2005, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, present fairly, in all material respects, the unaudited Consolidated 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 year then ended. All such financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by such accountants and disclosed therein;). (Bb) fairly The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at November 27, 2005, and the related unaudited consolidated statements of income and cash flows for the three-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 Holdings and its Subsidiariesconsolidated Subsidiaries as at such date, as applicableand the consolidated results of its operations and its consolidated cash flows for the three-month period then ended, as of the date thereof (subject, in the case of the unaudited financial statements, subject to normal year-end adjustments) . All such financial statements, including the related schedules thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower disclosed therein). Holdings and its Subsidiaries as of the November 27, 2005 did not have, and since such date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date did not incur, assume or create, any material Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or in the financial statements referred to in paragraph (a) of this subsection (other than foreign exchange transactions in the ordinary course of business as permitted by subsection 8.8). (c) The unaudited consolidated pro forma balance sheet of Holdings and its consolidated Subsidiaries, as of January 22, 2006, certified by a Responsible Officer of Holdings (the “Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, is the unaudited balance sheet of Holdings and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, (ii) the incurrence of the Loans on the Closing Date and (iii) the incurrence of all other Indebtedness that Holdings and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and its consolidated Subsidiaries expect to pay, in connection with the Refinancing. The Pro Forma Balance Sheet was prepared in based on good faith assumptions in accordance with GAAP and is based upon on information believed by Holdings to be reasonable assumptionsand correct as of the date of delivery thereof and presents fairly, in all material respects, on a pro forma basis the financial position of Holdings and its consolidated Subsidiaries as of January 22, 2006 as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of such date.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at April 1, 2007 (the “Pro Forma Balance Sheet”), a copy of June 30which has heretofore been furnished to the Administrative Agent, 2010:has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Initial Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Restricted Subsidiaries as at April 1, 2007, assuming that the events specified in the preceding sentence had actually occurred at such date. (Ab) were prepared in accordance with GAAP but without footnotes The audited consolidated balance sheets of the Borrower as at December 31, 2006, and the related consolidated statements of income and of cash flows for the unaudited statementsFiscal Year ended on such date, consistently applied throughout reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its Subsidiaries, as applicable, as operations and its consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the date thereof (subjectBorrower as at April 1, in 2007, and the case related unaudited consolidated statements of income and cash flows for the thirteen-week period ended on such date, present fairly the consolidated financial condition of the unaudited financial statementsBorrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the thirteen-week period then ended (subject to normal year-end audit adjustments) ). All such financial statements, including the related schedules and results notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of operations for the period covered thereby; and (C) show all material Indebtedness accountants and other liabilities, direct or contingent, as required by GAAP, disclosed therein). As of the Closing Date, neither the Borrower nor any Group Member has any material Guarantee Obligations, contingent liabilities and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that should be and contingent obligations. (b) The three-year projections of are not reflected under GAAP 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 Asset Sale by the Borrower and or any Group Member of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsproperty.

Financial Condition. (i) The audited Consolidated financial statements Seller has delivered to the Purchaser true and correct copies of the Borrower following: audited consolidated balance sheets of the Seller as of December 31, 1995 and its Consolidated Subsidiaries for the fiscal years ended 2007December 31, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) 1994; the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower 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 Subsidiaries consolidated subsidiaries as of June 30its date; each such consolidated 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 presents fairly the information purported to be shown therein, 2010: (Ain each case subject in the case of such unaudited consolidated balance sheet, consolidated statement of income, consolidated statement of retained earnings, and consolidated balance sheet to changes resulting from year-end audit adjustments. The financial statements referred to in this Section 4.1(c) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, generally accepted accounting principles ("GAAP") consistently applied throughout the period covered thereby, periods involved except as otherwise expressly noted thereinpermitted by GAAP or, with respect to financial statement footnotes, the rules and regulations of the Securities and Exchange Commission (the "Commission") and are in accordance with the books and records of the Seller and its consolidated subsidiaries. Since December 31, 1996 (the "Reference Date"): (i) There has at no time been a material adverse change in the business, financial condition, or results of operations of the Seller and its consolidated subsidiaries, considered as a whole (including, without limitation, any adverse change in the rating of the Seller as a special servicer by any nationally recognized rating agency); (Bii) fairly present Except as required or permitted by the financial condition terms of any outstanding series of Preferred Stock, neither the Seller nor any Subsidiary has authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or other outstanding equity interests or any direct or indirect redemption, purchase, or other acquisition of any stock of the Borrower Seller or any equity interest of any Subsidiary; (iii) The operations and its Subsidiaries, as applicable, as business of the date thereof (subject, Seller and each Subsidiary have been conducted in all respects only in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered therebyordinary course; and (Civ) show all Neither the Seller nor any Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsvalue. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial consolidated balance sheets and income statements of the Borrower and its Consolidated Subsidiaries Parties for the fiscal years ended 2007December 31, 2008 1999, December 31, 2000, December 31, 2001 and 2009 together with December 31, 2002 (including the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such datesnotes thereto) (i) have been audited by Deloitte & Touche, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each fiscal month and quarterly period ended after December 31, 2002 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered therebythereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, except results of operations and cash flows of the Consolidated Parties as otherwise expressly noted therein; of such date and for such periods. During the period from December 31, 2002 to and including the 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 (Bincluding any Capital Stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower and its SubsidiariesConsolidated Parties, taken as applicable, as of the date thereof (subjecta whole, in each case, which is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) notes thereto and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date Date. As of the Closing Date, the Borrower and its Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto. (b) The financial statements and other information delivered pursuant to Section 5.1(g) have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP (except as may otherwise be permitted under Section 1.3) and 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 General Partner and the Consolidated Parties as of such date and for such periods.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2013 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2013 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2013. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its combined Subsidiaries as at September 24, 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to the Administrative Agent has been prepared giving effect (as if such events had occurred on such date) to (i) The audited Consolidated financial statements the consummation of the Borrower Contribution and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements Plan of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such datesArrangement, (ii) the unaudited Consolidated financial statements Loans to be made on the Closing Date and the use of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on assumptions believed by the Parent Borrower to have been reasonable at the time made, and presents on a pro forma balance sheet basis the estimated financial position of the Parent Borrower and its consolidated Subsidiaries as of June 30at September 24, 2010: 2006, assuming that the events specified in the preceding sentence had actually occurred at such date (A) were prepared it being understood that the Pro Forma Balance Sheet is subject to the qualifications set forth in accordance the Information Statement incorporated by reference into Amendment No. 3 to the Parent Borrower’s Form 10, as filed with GAAP but without footnotes for the unaudited statementsSecurities and Exchange Commission on February 1, consistently applied throughout 2007, set forth on page 90 under the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition heading “Unaudited Pro Forma Condensed Combined Financial Information of the Borrower Company” and its Subsidiarieson pages 94 and 95, as applicableto the extent such qualifications relate to the Pro Forma Balance Sheet, as under the subheadings “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information of the date thereof (subjectCompany” and “Note 1: Basis of Presentation” and the assumptions used in preparing the Pro Forma Balance Sheet are subject to significant uncertainties and contingencies, in many of which are beyond the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsParent Borrower’s control). (b) The audited combined balance sheets of the Weyerhaeuser Fine Paper Business as at December 26, 2004 and December 25, 2005, and the related combined statements of operations and of cash flows for each of the fiscal years in the three-year projections period ended December 25, 2005, reported on by and accompanied by an unqualified report from KPMG LLP, independent public accountants, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower Weyerhaeuser Fine Paper Business as of such dates and for such periods. The unaudited combined balance sheet of the Weyerhaeuser Fine Paper Business as at September 24, 2006, and the related unaudited combined statements of operations and cash flows for the 39-week period ended on such date, present fairly, in all material respects, the financial condition of the Weyerhaeuser Fine Paper Business as at such date, and the results of its operations and its Subsidiaries delivered cash flows for the 39-week period then ended (subject to normal year-end audit adjustments). All such financial statements, including the Lenders on or prior to the Closing Date notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved. As of the Closing Date, neither the Parent Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any material long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (including the notes thereto) referred to in this paragraph. During the period from September 24, 2006 to and including the date hereof there has been no Disposition by the Weyerhaeuser Fine Paper Business or any of its Subsidiaries of any material part of the business or property of the Weyerhaeuser Fine Paper Business, taken as a whole. (c) The audited consolidated balance sheets of the Canadian Borrower as at December 31, 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of earnings and of cash flows for each of the fiscal years in the three-year period ended December 31, 2005, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, independent public accountants, present fairly, in all material respects, the financial position and results of operations and cash flows of the Canadian Borrower and its consolidated Subsidiaries, as of such dates and for such periods. The unaudited consolidated balance sheet of the Canadian Borrower as at September 30, 2006, and the related unaudited consolidated statements of earnings and cash flows for the 9-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Canadian Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the 9-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 accounting principles generally accepted in Canada applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein) and include a reconciliation to GAAP. As of the Closing Date, neither the Canadian Borrower nor any of its Subsidiaries has any material Guarantee Obligations, contingent liabilities and liabilities for Taxes, or any material long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (including the notes thereto). During the period from September 30, 2006 to and including the date hereof there has been no Disposition by the Canadian Borrower or any of its Subsidiaries of any material part of the business or property of the Canadian Borrower and its Subsidiaries, taken as a whole, except for the sale of the Canadian Borrower’s stock in Norampac.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2020 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2020 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2020. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June 30December 31, 2010: 2001, and the related consolidated statements of income or operations, shareholder's equity and cash flows for the fiscal year ended on that date (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; ; and (Bii) fairly present the financial condition position of the Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and. (Cb) show all material Indebtedness The unaudited consolidated balance sheet of the Borrower and other liabilitiesits consolidated Subsidiaries as of September 30, direct 2002, and the related consolidated statements of income or contingentoperations, shareholder's equity and cash flows for the fiscal year ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as required by GAAPotherwise expressly noted therein; and (ii) fairly present the financial position of the Borrower and its consolidated Subsidiaries as of the date thereof and results of operations for the period covered thereby, subject, in the case of (i) and (ii), to the absence of footnotes and to normal year-end audit adjustments. (c) All Off-Balance Sheet Liabilities of the Borrower and its Subsidiaries are accurately set forth (a) as of the date thereofClosing Date, including liabilities for taxeson Schedule 5.13(c) and (b) as of the end of each Fiscal Year beginning with the Fiscal Year ended December 31, material commitments and contingent obligations2002, on an updated Schedule attached to the Compliance Certificate delivered by the Borrower with the most recent annual financial statements delivered pursuant to Section 6.01(a). (bd) The three-year projections of Since September 30, 2002, no event or condition has occurred which, either individually or in the Borrower and its Subsidiaries delivered aggregate, has had or could reasonably be expected to the Lenders have a Material Adverse Effect, except as disclosed on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsSchedule 5.13(d).

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 Transaction Costs. 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 and its consolidated Subsidiaries as of June 30, 2022 assuming that the events specified in the preceding sentence had actually occurred at such date. (i) The audited Consolidated consolidated financial statements of the Borrower (balance sheet, income statement and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (iiflows) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending fiscal year ended on June 30December 31, 20102021, together with (ii) the related Consolidated unaudited consolidated financial statements (balance sheet, income statement and statement of operations for the year-to-date period ending on such date and (iiicash flows) a pro forma balance sheet of the Borrower and its Subsidiaries as of for the calendar month ended June 30, 2010: (A) were prepared 2022, each, present fairly in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present all material respects the financial condition of the Borrower and its SubsidiariesSubsidiaries as at such date, and the results of its operations for the respective fiscal periods then ended. All such financial statements of the Borrower, including the related schedules and notes thereto (if applicable), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as applicableapproved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the date thereof (subjectClosing Date, in the case of the unaudited financial statementsany material Guarantee Obligations, to normal year-end adjustments) contingent liabilities and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2021 to and including the date hereof, there has been no Disposition by any Group Member of any material commitments and contingent obligationspart of its business or property. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The Credit Parties have delivered to the Purchasers the audited Consolidated annual financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries Company dated as of June 30, 2010:2020 and June 29, 2019, respectively, including the statement of financial position and the related statements of operations and comprehensive loss as of and for the periods then ended (the “Last Audited Financial Statements”), and the unaudited quarterly financial statements of the Company dated as of September 30, 2020, including the statement of financial position and the related statements of operations and comprehensive loss as of and for the periods then ended (the “Last Unaudited Financial Statements” and, with the Last Audited Financial Statements, collectively, the “Company Historical Financial Statements”). (Ab) were The Company Historical Financial Statements have been prepared in accordance with GAAP but without footnotes IFRS consistently applied during the periods involved (except for normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material)). The Company Historical Financial Statements fairly present in all material respects the assets, liabilities and financial position of the Company and its results of operations and changes in financial position and cash flows as of the respective dates and for the unaudited statementsperiods specified, all in accordance with IFRS consistently applied throughout during the period periods involved. The Company Historical Financial Statements are consistent with the books and records of the Company, which books and records are accurate and complete in all material respects. The Company has made and kept true, correct and complete books and records and accounts, which accurately and fairly reflect, in reasonable detail, the activities of the Company in all material respects and which have been maintained in accordance with sound business practices and applicable law. There has been no material change in the accounting methods or practices of the Company since the earliest date covered therebyby the Company Historical Financial Statements, except as otherwise expressly noted therein;disclosed therein or in subsequent financial statements forming part of the Company Public Disclosure Record. (Bc) fairly present Since June 30, 2018, there has been no Material Adverse Effect. (d) Neither any Credit Party nor any Subsidiary has any Indebtedness (other than Indebtedness permitted pursuant to Section 8.2) or any Contingent Obligations (other than Contingent Obligations permitted pursuant to Section 8.8) other than as set forth in the Last Unaudited Financial Statements. Pro forma consolidated statement of financial condition position of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower Company and its Subsidiaries as of the date thereofThird Restatement Closing Date after giving effect to the issuance of the Notes (the “Pro Forma Balance Sheet”) but not any application of the proceeds have been delivered to the Purchasers. The Pro Forma Balance Sheet presents fairly in all material respects, including liabilities for taxes, material commitments the estimated financial position of the Company and contingent obligationsthe Subsidiaries in accordance with IFRS as of the Third Restatement Closing Date. (be) The threeCompany’s auditors, who audited the Last Audited Financial Statements (as applicable) and who provided their audit report thereon, are independent public accountants as required under applicable securities Laws and there has never been a reportable event (within the meaning of NI 51-year projections 102) between the Company and the Company’s auditors. (f) Except as set forth in Schedule 5.12 or the Company Public Disclosure Record, none of the Borrower and directors, officers or employees of the Company or any of its Subsidiaries delivered or any person who owns, directly or indirectly, more than ten percent (10%) of any class of securities of the Company or Holdings or securities of any person exchangeable for more than ten percent (10%) of any class of securities of the Company or Holdings, or to the Lenders on knowledge of the Company, any associate or prior to affiliate of any of the Closing Date have been prepared foregoing had or has any material interest, direct or indirect, in good faith based upon reasonable assumptionsany transaction or any proposed transaction with the Company or Holdings or any of either of their Subsidiaries.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the US Borrower and its consolidated Subsidiaries as at June 30, 2008 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) The audited Consolidated financial statements the making of the Loans to be made on the Closing Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the US Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the US Borrower and its Consolidated consolidated Subsidiaries for as at June 30, 2008, assuming that the fiscal years ended events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the US Borrower and its Subsidiaries as at December 31, 2005, December 31, 2006 and December 31, 2007, 2008 and 2009 together with the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from BDO ▇▇▇▇▇▇▇ LLP, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the US Borrower and its Subsidiaries as at such date, and the consolidated results of June 30its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements of the US Borrower and its Subsidiaries, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition ). As of the Borrower Closing Date, no Loan Party has any material Guarantee Obligations, contingent liabilities and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments 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, 2007, to and contingent obligations. (b) The three-year projections of including the Borrower and Closing Date, there has been no Disposition by any Loan Party or its Subsidiaries delivered to the Lenders on of any material part of its business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsProperty.

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June August 30, 2010:2003 and the audited consolidated statements of earnings and statements of cash flows for the year ended August 30, 2003 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (Aa) were have been audited by Ernst & Young LLP, (b) have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby and (c) 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 Borrower and its consolidated Subsidiaries as of such date and for such periods. During the period covered therebyfrom August 30, except 2003 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its consolidated Subsidiaries, taken as otherwise expressly noted therein; a whole, and no purchase or other acquisition by any of them of any business or property (Bincluding any capital stock of any other person) fairly present material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries, taken as applicable, as of the date thereof (subjecta whole, in each case, which, is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) notes thereto and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsDate. Since August 30, 2003, through and including the Closing Date, there has not occurred an event or condition which has had a Material Adverse Effect.

Financial Condition. (ia) The audited Consolidated financial statements pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at August 15, 1998 (including the fiscal years ended 2007notes thereto) (the "Pro Forma Balance Sheet"), 2008 copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and 2009 together the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at August 15, 1998, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at March 28, 1998, March 29, 1997 and March 30, 1996 and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by a report from Price Waterhouse LLP, present fairly the unaudited Consolidated consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of June 30its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the ). The Borrower and its Subsidiaries as of the date thereofdo not have any material Guarantee Obligations, including contingent liabilities and liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 28, 1998 to and contingent obligations. (b) The three-year projections of including the date hereof there has been no Disposition by the Borrower and of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsProperty.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries as at December 31, 2004 (including the notes thereto, if any), copies of which have heretofore been furnished to the Administrative Agent for distribution to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the fiscal years ended 2007, 2008 consummation of the Refinancing (including without limitation the application of the proceeds hereof pursuant to Section 4.16) and 2009 together (ii) the payment of fees and expenses in connection with the foregoing (including such adjustments, the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared in good faith as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 31, 2004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2004, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the such fiscal years year, ended on such datesdate, reported on and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal year. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (ii) except as approved by the aforementioned firm of accountants and disclosed therein). The unaudited Consolidated financial statements consolidated balance sheet of the Borrower and its Subsidiaries for the year-to-date period ending on June 30fiscal quarter ended March 31, 20102005, together with and the related Consolidated consolidated statements of operations income or operations, shareholders’ equity and cash flows for the year-to-date period ending such fiscal quarter, certified on such date and (iii) a pro forma balance sheet behalf of the Borrower and by its Subsidiaries as of June 30, 2010: (A) chief financial officer were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) , and fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and their results of operations for the period covered thereby; and (C) show all material Indebtedness , subject in each case to the absence of footnotes and other liabilitiesto normal year-end audit adjustments. As of the Closing Date, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereofhave no material Guarantee Obligations, including material contingent liabilities or material liabilities for taxes, or any material commitments long-term leases or material unusual forward or material long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, to the extent same are required to be so reflected. During the period from December 31, 2004 to and contingent obligations. (b) The three-year projections including the Closing Date there has not been any sale, lease, license sale and lease back, assignment, conveyance transfer or other disposition by any of the Borrower and or its Subsidiaries delivered to the Lenders on of any material part of its business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsProperty.

Financial Condition. (ia) The audited Consolidated financial consolidated statements of financial position of the Borrower Company and its Consolidated Subsidiaries for the fiscal years ended 2007as of December 31, 2008 1999, and 2009 together with the related Consolidated consolidated statements of operationsloss, changes in stockholders’ ' equity and of cash flows for the fiscal years year ended on such dates, (ii) that date and the unaudited Consolidated consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower Company and its Subsidiaries as of June 30December 31, 2010: 2000 included in the draft dated March 23, 2001 of the Company's Annual Report on Form 10-K delivered to the Purchaser: (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period periods covered thereby, except as otherwise expressly noted therein; , (Bii) fairly present present, in all material respects, the financial condition of the Borrower Company and its Subsidiaries, as applicable, Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and thereby and (Ciii) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower Company and its consolidated Subsidiaries as of the date thereof (including liabilities for taxes and material commitments); except with respect to (i) and (ii), that the Company's independent auditors have advised the Company that they intend to include a "going concern" qualification in the opinion of the auditors to be included with the financial statements to be included in the Company's Annual Report on Form 10-K. The unaudited consolidated balance sheet of the Company as of February 28, 2001, attached hereto as Section 4.10(a) of the Disclosure Schedule, reflects all liabilities of the Company and its Subsidiaries as of such date in accordance with GAAP consistently applied throughout the date thereof, including liabilities for taxes, material commitments and contingent obligationsperiod covered thereby. (b) The three-year projections Since December 31, 2000, there has been no Material Adverse Effect and since February 28, 2001, there has been no material increase in the liabilities of the Borrower Company and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsSubsidiaries.

Financial Condition. The Borrower has heretofore furnished or made available to the Lenders (i1) The the audited Consolidated financial consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and its Consolidated Subsidiaries for the fiscal years ended 2007May 31, 2008 2008, May 31, 2009 and 2009 together with May 31, 2010, certified by its chief financial officer, (2) the related Consolidated consolidated balance sheet and statements of operationsincome, changes in stockholders’ stockholders equity and of cash flows of the Borrower as of and for the fiscal years quarters ended on such datesNovember 30, (ii) the unaudited Consolidated financial statements of the Borrower 2009, and its Subsidiaries for the year-to-date period ending on June 30February 28, 2010, together with (3) the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at May 31, 2010 previously delivered to the Administrative Agent (the “Pro Forma Balance Sheet”) and a pro forma statement of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes operations for the unaudited statementstwelve-month period ending on May 31, consistently applied throughout 2010 previously delivered to the period covered therebyAdministrative Agent (the “Pro Forma Statement of Operations”), except as otherwise expressly noted therein; in each case prepared after giving effect to the consummation of the Initial Share Repurchase and the Transactions. Such financial statements described in clauses (B1) fairly - (2) of the preceding sentence present fairly, in all material respects, the financial condition position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries, as applicablein each case, as of the date thereof (subjectsuch dates and for such periods in accordance with GAAP, in the case of the unaudited financial statements, subject to normal year-end audit adjustments) . The Pro Forma Balance Sheet and Pro Forma Statement of Operations present fairly, in all material respects, the financial position and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its consolidated Subsidiaries, on a pro forma basis after giving effect to the consummation of the Transactions based upon good faith estimates and assumptions believed to be reasonable at the time made, it being recognized by the Lenders that such Pro Forma Balance Sheet and Pro Forma Statement of Operations may differ from the projected results set forth therein by a material amount. Since May 31, 2010, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect. Except as disclosed in the financial statements referred to above or the notes thereto and except as set forth in any periodic filing with the Securities and Exchange Commission by the Borrower, after giving effect to the Transactions, none of the Borrower or its Subsidiaries has, as of the date thereofClosing Date, including any material contingent liabilities for taxes, or material commitments and contingent obligationsunrealized losses except as evidenced by the Loan Documents. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2008 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2008 to and including the date hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2008. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma combined balance sheet of Holdings and its consolidated Subsidiaries as at November 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Exchange Offer and the Merger, (ii) the Loans to be made on or prior to the Merger Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the Exchange Offer and Merger. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated combined financial position of Holdings and its consolidated Subsidiaries as at the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) To the best of the Company's knowledge, the audited Consolidated financial consolidated balance sheet of Safety-Kleen as of December 31, 1996 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by and accompanied by an unqualified report from Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇esent fairly the unaudited Consolidated consolidated financial statements condition of Safety-Kleen as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. To the best of the Borrower and its Subsidiaries for the year-to-date period ending on June 30Company's knowledge, 2010all such financial statements, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the relevant firm of accountants and disclosed therein; (B) fairly present ). To the financial condition best of the Borrower Company's knowledge, the balance sheet referred to above reflects any material Guarantee Obligations, contingent liabilities and its Subsidiariesliabilities for taxes, as applicableand any long-term leases and 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, in each case as of the date thereof of such balance sheets. During the period from December 31, 1996 to and including the date hereof there has been no Disposition by Safety-Kleen or any of its Subsidiaries of any material part of its business or property. (subjectc) The audited consolidated balance sheet of Holdings as at August 31, in 1997, and the case related consolidated statements of income and of cash flows for the unaudited fiscal year ended on such date, reported on by and accompanied by an unqualified report from Coopers & Lybr▇▇▇, ▇▇esent fairly the consolidated financial condition of Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the relevant firm of accountants and disclosed therein). The balance sheet referred to normal yearabove reflects any material Guarantee Obligations, contingent liabilities and liabilities for taxes, and any long-end adjustments) term leases and results 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 operations for the period covered thereby; and (C) show all material Indebtedness and other liabilitiesderivatives, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries in each case as of the date thereofof such balance sheets. During the period from August 31, 1997 to and including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections the date hereof there has been no Disposition by Holdings or any of the Borrower and its Subsidiaries delivered to of any material part of its business or property other than the Lenders on or prior to sale by the Closing Date have been prepared in good faith based upon reasonable assumptions.Company of ECDC Environmental, L.C.

Financial Condition. (ia) The audited Consolidated financial consolidated balance sheet of Bermuda Holdings and its consolidated Subsidiaries as at February 22, 2009, and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, present fairly, in all material respects, the unaudited Consolidated consolidated financial condition of Bermuda Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. All such financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by such accountants and disclosed therein;). (Bb) fairly The unaudited consolidated balance sheet of Bermuda Holdings and its consolidated Subsidiaries as at November 22, 2009, and the related unaudited consolidated statements of income and cash flows for the nine-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 Bermuda Holdings and its Subsidiariesconsolidated Subsidiaries as at such date, as applicableand the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended, as of the date thereof (subject, in the case of the unaudited financial statements, subject to normal year-end adjustments) . All such financial statements, including the related schedules thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower disclosed therein). Bermuda Holdings and its Subsidiaries as of November 22, 2009 did not have, and since such date and prior to the date thereofClosing Date did not incur, including assume or create, any material Contingent Obligations, contingent liabilities and liabilities for taxes, material commitments and contingent obligationsor any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph or in the financial statements referred to in paragraph (a) of this subsection (other than foreign exchange transactions in the ordinary course of business as permitted by subsection 7.8). (bc) The three-year projections unaudited consolidated pro forma balance sheet of Bermuda Holdings and its consolidated Subsidiaries, as of November 22, 2009, certified by a Responsible Officer of Bermuda Holdings (the “Pro Forma Balance Sheet”), copies of which have been furnished to each Lender, is the unaudited balance sheet of Bermuda Holdings and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the Refinancing, (ii) the incurrence of the Borrower Loans and the issuance of the Letters of Credit to be incurred or issued, as the case may be, on the Closing Date, (iii) the issuance of the Senior Secured Notes on the Closing Date and (iv) the incurrence of all other Indebtedness that Bermuda Holdings and its consolidated Subsidiaries expect to incur, and the payment of all amounts Bermuda Holdings and its consolidated Subsidiaries expect to pay, in connection with the Transactions. The Pro Forma Balance Sheet was prepared based on good faith assumptions in accordance with GAAP and is based on information believed by Bermuda Holdings to be reasonable and correct as of the date of delivery thereof and presents fairly, in all material respects, on a pro forma basis the financial position of Bermuda Holdings and its consolidated Subsidiaries as of November 22, 2009, as adjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred as of such date. (d) The Projections delivered to the Administrative Agent and the Lenders on or prior to the Closing Date have been prepared in good faith and are based upon on assumptions believed to be reasonable assumptionswhen such Projections were prepared, it being recognized by the Lenders, however, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by the Projections may differ from the projected results included in such Projections. (e) On and as of the Closing Date and each Borrowing Date and after giving effect to the Transactions and to all Indebtedness (including the Loans and the Senior Secured Notes) being incurred or assumed and Liens created by the Credit Parties in connection therewith on such date, (i) the sum of the fair value of the assets, at a fair valuation, of each Credit Party and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (ii) the sum of the present fair salable value of the assets of each Credit Party and its Subsidiaries (taken as a whole) will exceed its or their respective debts, (iii) each Credit Party and its Subsidiaries (taken as a whole) has or have not incurred and does or do not intend to incur, and does or do not believe that it or they will incur, debts beyond its or their respective ability to pay such debts as such debts mature, and (iv) each Credit Party and its Subsidiaries (taken as a whole) will have sufficient capital with which to conduct its or their respective businesses. For purposes of this subsection 4.1(e), “debt” means any liability on a claim, and “claim” means (a) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (b) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

Financial Condition. (i) The audited Consolidated Company has delivered to each Purchaser of the Series A Notes, the Series B Notes and any Accepted Notes the following financial statements identified by a principal financial officer of the Borrower Company: (a) consolidated balance sheets of the Company and its Consolidated Subsidiaries for as at December 31st in each of the three fiscal years ended 2007, 2008 of the Company most recently completed prior to the date as of which this representation is made or repeated to such Purchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and 2009 together with the related Consolidated consolidated statements of operationsincome, changes in stockholderscash flows and shareholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the year-to-date Required Holders and (b) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on (if any) most recently completed prior to such date and after the end of such fiscal year (iiiother than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) a pro forma balance sheet and the comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and shareholders’ equity for the periods from the beginning of the Borrower fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of June 30, 2010: (A) were the respective dates thereof and the consolidated results of their operations and cash flows for the respective periods indicated and have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, periods involved except as otherwise expressly noted therein; (B) fairly present set forth in the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof notes thereto (subject, in the case of the unaudited any interim financial statements, to normal year-end adjustments) adjustments and results the absence of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsfootnotes). (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. The Parent has heretofore furnished to the Administrative Agent and the Lenders the following: (i) The audited Consolidated financial the consolidated balance sheets and related consolidated statements of income, cash flows and shareholders’ equity of (a) the Parent and its subsidiaries and (b) the Borrower and its Consolidated Subsidiaries the Subsidiaries, each as of and for the fiscal years year ended 2007December 31, 2008 2008, reported on by KPMG LLP, a registered independent public accounting firm, and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial consolidated balance sheets and consolidated statements of income and cash flows of (a) the Parent and its subsidiaries and (b) the Borrower and its Subsidiaries the Subsidiaries, each as of and for the year-to-date period ending on June fiscal quarter ended September 30, 20102009 and the portion of the fiscal year then ended, together certified by its chief financial officer; and (ii) with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of respect to the Borrower and its Subsidiaries the Subsidiaries, forecasts of financial performance through and including the Maturity Date (the “Forecasts”). The financial statements referred to above (other than the Forecasts) present fairly, in all material respects, the financial position and results of operations and cash flows of such Persons as of June 30, 2010: (A) were prepared such dates and for the indicated periods in accordance with GAAP but without footnotes for GAAP, subject in the unaudited statementscase of the quarter-end statements to year-end audit adjustments and the absence of footnotes. The Forecasts have been prepared in good faith by the Parent and based on assumptions believed to be reasonable at the time they were made, consistently applied throughout it being understood that forecasts by their nature are uncertain and no assurance is being given that the period covered therebyresults reflected in such forecasted financial information will be achieved. Since December 31, except as otherwise expressly noted therein; (B) fairly present 2008, there has been no material adverse change in the business, assets, operations or financial condition of the Borrower and its Subsidiaries, the Subsidiaries taken as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsa whole. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements consolidated balance sheet of the Borrower Parent and its Consolidated Subsidiaries as of December 31, 2013, the related consolidated statement of income, partners’ equity and cash flow of the Parent and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datessaid date, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; ; (Bii) fairly present the financial condition of the Borrower Parent and its Subsidiaries, as applicable, Consolidated Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and and (Ciii) show all material Indebtedness indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower Parent and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsIndebtedness. (b) The three-year projections unaudited consolidated balance sheets of the Borrower Parent and its Consolidated Subsidiaries delivered dated September 30, 2014 and the related consolidated statements of income or operations, partners’ equity and cash flow for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Parent and its Consolidated Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject to the Lenders on absence of footnotes and to normal year-end audit adjustment. (c) Since December 31, 2013, (i) there has been no event, development or prior circumstance that has had or could reasonably be expected to have a Material Adverse Effect, and (ii) the Closing Date business of Parent and the other Loan Parties have been prepared conducted only in good faith based upon reasonable assumptionsthe ordinary course consistent with past business practices.

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 20072001, 2008 2002 and 2009 2003, together with the related Consolidated statements of income or operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the yearsix-to-date month period ending on June 30, 2010the last day of the month that ended immediately prior to the Closing Date, together with the related Consolidated statements of operations income or operations, equity and cash flows for the yearsix-to-date month period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries Subsidiaries, giving effect to the initial borrowings and the other transactions contemplated to occur on the Closing Date, as of June 30, 2010the last day of the month that ended immediately prior to the date twenty (20) days prior to the Closing Date: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustmentsadjustments and the absence of footnotes) and results of operations for the period covered thereby; and (C) with respect to clause (a)(i) above, show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders Administrative Agent on or prior to the Closing Date (consisting of balance sheets and statements of income and cash flows prepared on a quarterly basis through the first four complete fiscal quarters after the Closing Date and thereafter on an annual basis through 2010) have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial consolidated and consolidating balance sheets and income statements of the Borrower and its Consolidated Subsidiaries Parties for the fiscal years ended 2007December 31, 2008 2000, December 31, 2001 and 2009 together with December 31, 2002 (including the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such datesnotes thereto) (i) have been audited by Pricewaterhouse Coopers, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. During the period covered therebyfrom December 31, except 2002 to and including the Closing Date, there has been no sale, transfer or other disposition by any of the Consolidated Parties of any material part of the business or property of the Consolidated Parties, taken as otherwise expressly noted therein; a whole, and no purchase or other acquisition by any of them of any business or property (Bincluding any Capital Stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower and its Subsidiaries, Consolidated Parties taken as applicable, as of the date thereof (subjecta whole, in each case, which is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) notes thereto and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date Date. As of the Closing Date, the Consolidated Parties have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto. (b) The financial statements delivered pursuant to Section 5.1(i) have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP (except as may otherwise be permitted under Section 5.1(i)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (c) The financial statements delivered pursuant to Section 7.1(a) and (b) have been prepared in accordance with GAAP (except as may otherwise be permitted under Section 7.1(a) and (b)) and present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated and consolidating financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as and related pro forma consolidated statements of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition income of the Borrower and its SubsidiariesCompany as at March 31, 2013 (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as applicable, if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Company as of the date thereof (subjectof delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Company and its consolidated Subsidiaries as at March 31, 2013 assuming that the events specified in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationspreceding sentence had actually occurred at such date. (b) The three-year projections financial statements delivered pursuant to Section 4.1(c) present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries delivered to as at such applicable date, and the Lenders on or prior to consolidated results of its operations and its consolidated cash flows for the Closing Date respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). Since January 1, 2013, there have been no transactions entered into by Company or any of its consolidated Subsidiaries, other than those in the ordinary course of business, which are material with respect to the Company and its consolidated Subsidiaries considered as one enterprise, and except for regular quarterly distributions on the common units of the Company on February 6, 2013 and May 8, 2013, there has been no dividend or distribution of any kind declared, paid or made by the Company on any class of its Capital Stock.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2022 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2022 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2022. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower Company and its Consolidated consolidated Subsidiaries for delivered pursuant to Section 7.1(b) (i) present fairly, in all material respects, the fiscal years ended 2007, 2008 consolidated financial condition of the Company and 2009 together with its consolidated Subsidiaries as of the related Consolidated statements date of operations, changes in stockholders’ equity such financial statement and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, thereby except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections unaudited consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at September 30, 2017 delivered pursuant to Section 7.1(b) and the related consolidated statements of income or operations, shareholder’s equity and cash flows for the fiscal quarter ended on that date (i) present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except to the Lenders on or prior extent provided in the notes to such financial statements, subject to year-end audit adjustments. (c) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2017 (including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to the Closing Date have Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed by the Company to be reasonable assumptionsas of the date of delivery thereof to the Administrative Agent and as of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto, presents fairly in all material respects on a pro forma basis, the estimated financial position of the Company and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date.

Financial Condition. (i) The Borrowers have heretofore delivered to Lenders, at Lenders’ request, the audited Consolidated financial consolidated balance sheet of Holdings and its Subsidiaries as at December 31, 2014 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007income, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower Holdings and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with Fiscal Year then ended and the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma unaudited consolidated balance sheet of Holdings and its Subsidiaries and the Borrower unaudited consolidated balance sheet of Company and its Subsidiaries as of June September 30, 2010: (A) 2014 and the related unaudited consolidated statements of income and cash flows of Company and its Subsidiaries for the periods then ended. All such statements were prepared in accordance conformity with GAAP but without footnotes GAAP. All such consolidated financial statements fairly present in all material respects the consolidated financial position of Holdings and its Subsidiaries as at the date thereof and the consolidated results of operations and cash flows of Holdings and its Subsidiaries for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subjectthereby subject to, in the case of the unaudited quarterly financial statements, to normal year-end adjustments) adjustments and results the absence of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, footnotes. Neither Holdings nor any of the Borrower and its Subsidiaries as of the date thereof, including liabilities has any material contingent liability or material liability for taxes, material commitments and contingent obligationslong- term lease or unusual forward or long-term commitment, which is not reflected in the foregoing financial statements or in the most recent consolidated financial statements delivered pursuant to Section 7.1 of this Agreement, except for those incurred since the date of such financial statements that are not prohibited hereunder. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet and statement of operations of the Borrower and its Consolidated consolidated Subsidiaries as at March 31, 2005, or for the period of four consecutive fiscal years quarters ended 2007March 31, 2008 2005 (the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such period, as the case may be) to (i) the consummation of the Transaction and 2009 together with (ii) the payment of fees and expenses in connection therewith. 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 a good faith estimate on a pro forma basis of the financial position of Borrower and its consolidated Subsidiaries as at, or for the period of four consecutive fiscal quarters ended, March 31, 2005 assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as the case may be. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2002, December 31, 2003 and December 31, 2004, and the related Consolidated consolidated statements of operations, changes in stockholders’ stockholder’s equity and of cash flows for the fiscal years ended on such dates, (ii) present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30, 2010, together with the related Consolidated respective fiscal years then ended. All such financial statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were above have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the periods involved. The Borrower and its Subsidiaries as of the date thereof, including do not have any material contingent liabilities and liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, all as determined in accordance with GAAP, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and contingent obligations. (b) The three-year projections of including the date hereof there has been no Disposition by the Borrower and or any of its Subsidiaries delivered of any material part of its business or assets, other than has been disclosed to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsEffective Date.

Financial Condition. (ia) The Borrower’s audited Consolidated financial statements of the Borrower as at December 31, 2009 and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30dated October 31, 2010, together with as heretofore furnished to the related Consolidated statements of operations for Bank (the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30“Historical Financial Statements”), 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; on a consistent basis (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subjectexcept, in the case of the unaudited financial statements, to normal year-end adjustmentsfor the omission of footnotes and prior period comparative data required by GAAP and for variations from GAAP which in the aggregate are not material) and results of operations for fairly present the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, financial condition of the Borrower as at such dates and the results of its Subsidiaries as of operations and changes in financial position for the date thereofrespective periods then ended. Other than the Clearwater Senior Notes Subsidiary Guarantee, including the Borrower has no material liabilities for taxeswhich have not been disclosed in such financial statements or otherwise disclosed in writing to the Bank. Since December 31, material commitments and contingent obligations2009, no event has occurred which could reasonably be expected to cause a Material Adverse Occurrence. (b) The three-year projections Historical Financial Statements present fairly the financial condition of the Borrower on a pro forma basis assuming consummation of the Clearwater Merger Transactions as of the last day of the period covered thereby, except that the Historical Financial Statements do not reflect (i) the satisfaction and its Subsidiaries delivered discharge and release of liens, as of the date hereof, of the Cellu Tissue Senior Secured Notes Loan Documents and the Cellu Tissue Credit Facility Loan Document (each as defined in the Original Reimbursement Agreement), (ii) the Clearwater Senior Notes Subsidiary Guarantee, and (iii) subject to the Lenders proviso in Section 9.13(x)(ii), the restrictions existing on or prior to the Closing Date have been prepared date hereof in good faith based upon reasonable assumptionsthe Clearwater Senior Notes Indenture.

Financial Condition. (i) The audited Consolidated Borrower has previously furnished to the Bank true and complete copies of the combined balance sheets as at December 30, 1996 and December 29, 1997 and the related combined statements of income and owners' equity for the fifty-two-week period ended December 30, 1996 and December 29, 1997, respectively, of the Borrower and its Subsidiaries, certified, with respect to the December 30, 1996 financial statements, by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Company, P.C., and with respect to the December 29, 1997 financial statements, a draft has been provided by an independent accounting firm acceptable to the Bank. The Borrower also has furnished to the Bank certain unaudited financial statements of the Borrower as follows: a consolidated and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidating balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements1998, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition and consolidated and consolidating statements of operations of the Borrower and its SubsidiariesSubsidiaries for the six month period then ended (collectively, the "June Financial Statements"). Except as applicableset forth in Schedule 3.1(A), as of the date thereof (subjectJune Financial Statements fairly present in all material respects, in accordance with GAAP, the case of the unaudited financial statements, to normal year-end adjustments) position and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereofand for the fiscal period shown therein on a basis consistent with prior periods, including subject to year-end audit adjustments. Except as provided in Schedule 3.1(A) and the other Schedules to this Agreement, none of the Borrower or its Subsidiaries have any material contingent obligations, contingent liabilities or liabilities for taxes, long-term leases or unusual forward or long-term commitments, which are not reflected in the foregoing statements or in the notes thereto. Since the date of the aforementioned financial statements, there has been no material commitments and contingent obligations. (b) The three-year projections adverse change in the business, operations, assets or financial or other condition of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared Subsidiaries, considered as a whole, except as disclosed in good faith based upon reasonable assumptionsSchedule 3.1(B) attached hereto.

Financial Condition. (ia) The audited Consolidated financial statements consolidated balance sheets of the Parent Borrower and its Consolidated consolidated Subsidiaries for the fiscal years ended 2007as of December 31, 2008 2013, December 31, 2014 and 2009 together with December 31, 2015 and the related Consolidated consolidated statements of operationsincome, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in all material respects, the unaudited Consolidated consolidated financial statements condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its Subsidiaries for the year-to-date period ending on June 30consolidated Subsidiaries. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes, and subject to the omission of footnotes from such unaudited financial statements). During the period covered therebyfrom December 31, 2015, to and including the Closing Date, except in connection with the consummation of the Spin-Off Transactions or as otherwise expressly noted therein; permitted by the Predecessor Term Loan Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (Bincluding any Capital Stock of any other Person) fairly present material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as applicable, as of the date thereof (subjecta whole, in each case, which is not reflected in the case of foregoing financial statements or in the unaudited financial statements, to normal year-end adjustments) notes thereto and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsDate.

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 consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof, and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma 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 the Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited Consolidated financial statements balance sheet of the Borrower as of December 31, 2019, and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements statement of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) the unaudited Consolidated financial statements of the Borrower reported on by and its Subsidiaries for the year-to-date period ending on June 30accompanied by an unqualified report from Ernst & Young, 2010LLP, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared present fairly in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present all material respects the financial condition of the Borrower as at such date, and the results of its operations and its Subsidiaries, as applicable, as cash flows for the fiscal year then ended. The unaudited balance sheet of the date thereof (subjectBorrower as at June 30, 2020, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly in all material respects the case financial condition of the unaudited financial statementsBorrower as at such date, and the results of its operations and its cash flows for the six-month period then ended (subject to normal year-end audit adjustments) ). All such financial statements, including the related schedules and results notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of operations for the period covered thereby; and (C) show all material Indebtedness accountants and other liabilitiesdisclosed therein). The Borrower does not have, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereofClosing Date, including any material Guarantee Obligations, contingent liabilities and liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2019 to and contingent obligations. (b) The three-year projections of including the date hereof, there has been no Disposition by the Borrower and of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsproperty.

Financial Condition. (i) The audited Consolidated financial consolidated balance sheet of the Guarantor and its consolidated Subsidiaries as at December 31, 2023 and the related consolidated statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by the unaudited Consolidated Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Agent, are complete and correct, in all material respects, and present fairly the financial statements condition of the Borrower Guarantor and its consolidated Subsidiaries for as at such date, and the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on such date fiscal year then ended. Such financial statements, including any related schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the periods involved (except as approved by the external auditors and as disclosed therein, if any). (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material guarantee obligation, contingent liability (as defined in accordance with GAAP), 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 the foregoing statements or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to another Subsidiary. (iii) During the period covered therebyfrom December 31, 2023 to and including the date hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has sold, transferred or otherwise expressly noted therein; disposed of any material part of its business or property, nor has it purchased or otherwise acquired any business or property (Bincluding any capital stock of any other Person) fairly present material in relation to the consolidated financial condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations2023. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June at September 30, 2010: 1996 (Aincluding the notes thereto) were (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisitions, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in accordance connection with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) foregoing. The Pro Forma Balance Sheet presents fairly present on a pro forma basis the financial condition position of the Borrower and its Subsidiariesconsolidated Subsidiaries as at September 30, as applicable, as 1996 and is based upon good faith estimates and assumptions believed by management of the date thereof (subjectBorrower to be reasonable at the time made, assuming that the events specified in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; andpreceding sentence had actually occurred at such date. (Cii) show all material Indebtedness The unaudited pro forma consolidated balance sheet and other liabilities, direct or contingent, as required by GAAP, statement of EBITDA of the Borrower and its consolidated Subsidiaries as at, or for the fiscal year ended, December 31, 1996 (including the notes thereto) (the "Bumble Bee Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect to (i) the consummation of the date thereofBumble Bee Acquisition (including the results of the bankruptcy proceeding to which Bumble Bee shall have been subject), including liabilities for taxes, material commitments (ii) the Loans to be made on the July 1997 Amendment/Restatement Closing Date and contingent obligations. the use of proceeds thereof and (biii) the payment of fees and expenses in connection with the foregoing. The three-year projections Bumble Bee Pro Forma Financial Statements present fairly on a pro forma basis the financial position of the Borrower and its consolidated Subsidiaries delivered as at December 31, 1996 and are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the Lenders time made. (iii) The unaudited estimated pro forma consolidated balance sheet and statement of EBITDA of the Borrower and its consolidated Subsidiaries as at, or for the period of four consecutive fiscal quarters ended, December 31, 1997 (including the notes thereto) (the "IPO Pro Forma Financial Statements"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect to (i) the consummation of the Initial Public Offering, (ii) the loans under the Existing Credit Agreement to be repaid on or prior to the Amendment/Restatement Closing Date have been prepared and (iii) the payment of fees and expenses in connection with the foregoing. The IPO Pro Forma Financial Statements present fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 1997 and are based upon good faith based upon estimates and assumptions believed by management of the Borrower to be reasonable assumptionsat the time made.

Financial Condition. (ia) As of the Closing Date, the Borrower has delivered to the Arrangers a complete and correct copy of the unaudited statement of inventory of the Acquired Business at September 30, 2011 and the unaudited statement of profit before administrative overhead of the Acquired Business for the year ended September 30, 2011 (such statements, the “Management Accounts”), which Management Accounts are in a form consistent with the financial statements or forecasts previously provided to the Arrangers. (b) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at September 30, 2011 and related pro forma consolidated statements of income and cash flows of the fiscal years ended 2007Borrower and its consolidated Subsidiaries (collectively, 2008 the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans and 2009 together other extensions of credit to be made hereunder on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial condition of Borrower and its consolidated Subsidiaries as at September 30, 2011 (in the case of such balance sheet) or at the beginning of such period (in the case of such other financial statements), assuming that the events specified in the preceding sentence had actually occurred at such date. (c) The audited consolidated balance sheets of the Borrower as at January 3, 2009, January 2, 2010 and January 1, 2011, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at October 1, 2011, and the related unaudited consolidated statements of income and cash flows for the 39-week period ended on such date, present fairly in all material respects the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its Subsidiaries as of June 30consolidated cash flows for the 39-week period then ended (subject to normal year-end audit adjustments). All such financial statements, 2010: (A) were including the related schedules and notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted therein; (B) fairly present approved by the financial condition aforementioned firm of the Borrower accountants and its Subsidiaries, as applicable, as of the date thereof (disclosed therein and subject, in the case of the any such unaudited financial statements, statements to normal year-year end adjustments) audit adjustments and results the absence of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the notes). The Borrower and its Subsidiaries as of the date thereofdo not have any material Guarantee Obligations, including contingent liabilities and liabilities for taxes, material commitments 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 September 30, 2011 to and contingent obligations. (b) The three-year projections of including the date hereof there has been no Disposition by the Borrower and of any material part of its Subsidiaries delivered to the Lenders on business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsProperty (other than any Disposition permitted by Section 6.5).

Financial Condition. (i) The audited Consolidated financial Borrower has delivered to Agent and Lenders copies of ------------------- the balance sheet of Borrower as of December 31, 1998, and the related statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007income, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ ' equity and of cash flows for the fiscal years year ended on such dates, (ii) the unaudited Consolidated date; such financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of Borrower as of such date and the results of operations of Borrower for the period ended on such date and its Subsidiaries, have been prepared in accordance with GAAP; except as applicablehas been disclosed in writing to Agent and Lenders, as of the date thereof thereof, there were no material obligations, liabilities or Indebtedness (subject, including material contingent and indirect liabilities and obligations and forward or long-term commitments) of Borrower which are not reflected in such financial statements; and no change which constitutes a Material Adverse Effect has occurred in the case financial condition or business of Borrower since the date of such financial statements. Borrower has also delivered to Agent and Lenders copies of the unaudited balance sheet of Borrower dated as of July 31, 1999 and the related statements of income, and cash flows as of such date; such financial statementsstatements fairly present the financial condition of Borrower as of such date and have been prepared in accordance with GAAP, subject to normal year-end adjustments) ; except as has been disclosed in writing to Agent and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries Lenders as of the date thereof, there were no material obligations, liabilities or Indebtedness (including material contingent and indirect liabilities for taxes, material commitments and contingent obligationsobligations and forward or long-term commitments) of Borrower which are not reflected in such financial statements; and no change which constitutes a Material Adverse Effect has occurred in the financial condition or business of Borrower since the date of such financial statements. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (a) Each of (i) The the audited Consolidated financial consolidated balance sheet of Parent and its Subsidiaries dated December 31, 2014 and the related audited consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of income or operations, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years Fiscal Year ended on such dates, that date and (ii) the unaudited Consolidated financial statements of the Borrower interim consolidated and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidating balance sheet of the Borrower Defined Financial Group dated December 31, 2014 and its Subsidiaries as the related unaudited consolidated and consolidating statements of June 30income, 2010shareholders’ equity and cash flows for the twelve fiscal months then ended: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period respective periods covered thereby, except as otherwise expressly noted therein;, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and (B) present fairly present in all material respects the consolidated financial condition of the Borrower Parent and its SubsidiariesSubsidiaries or the Defined Financial Group, as applicable, as of the date dates thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period periods covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections pro forma unaudited consolidated balance sheet of the Borrower Defined Financial Group dated December 31, 2014 delivered on the Closing Date was prepared by Parent giving pro forma effect to the funding of the Loans, was based on the unaudited consolidated and its consolidating balance sheets of the Defined Financial Group dated December 31, 2014, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2014 there has been no Material Adverse Effect. (d) The Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9. (e) All financial performance projections delivered to Agent, including the Lenders financial performance projections delivered on or prior to the Closing Date have been prepared in Date, represent the Borrower’s best good faith estimate of future financial performance and are based upon on assumptions believed by the Borrower to be fair and reasonable assumptionsin light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected.

Financial Condition. (ia) The Each of the audited Consolidated financial consolidated balance sheet of Partnership and its Subsidiaries dated December 31, 2012, and the related audited consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of income or operations, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years Fiscal Year ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010that date: (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period respective periods covered thereby, except as otherwise expressly noted therein;; and (Bii) present fairly present in all material respects the consolidated financial condition of the Borrower Partnership and its Subsidiaries, as applicable, Subsidiaries as of the date dates thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period periods covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections pro forma unaudited consolidated balance sheet of the Borrower Partnership and its Subsidiaries dated December 31, 2012, delivered on the Closing Date was prepared by Partnership giving pro forma effect to the funding of the Loans and the Related Transactions, was based on the unaudited consolidated and consolidating balance sheets of Partnership and its Subsidiaries dated December 31, 2012, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since December 31, 2012, there has been no Material Adverse Effect. (d) The Credit Parties and their Restricted Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9. (e) All financial performance projections delivered to Agent, including the Lenders financial performance projections delivered on or prior to the Closing Date have been prepared in Date, represent Borrowers’ good faith estimate of future financial performance and are based upon on assumptions believed by Borrowers to be fair and reasonable assumptionsin light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ materially from the projected results.

Financial Condition. (a) The Borrower has heretofore delivered to the Administrative Agent (i) The the audited Consolidated financial statements consolidated balance sheets of the Borrower as at December 31, 2005, and its Consolidated Subsidiaries the related consolidated statements of income, stockholders' equity and cash flows of the Borrower for the fiscal years ended 2007Fiscal Year then ended, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements consolidated balance sheets of the Borrower as at January 31, 2006 and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated unaudited consolidated statements of operations for the year-to-date period ending on such date income, stockholders' equity and (iii) a pro forma balance sheet cash flows of the Borrower and its Subsidiaries as of June 30, 2010: (A) for the one month then ended. All such financial statements were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, (except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the that any unaudited financial statements, statements are subject to normal year-end adjustmentsadjustments and may not be accompanied by footnotes) and fairly present, in all material respects, the consolidated financial position of such Persons as at the date thereof and the consolidated results of operations and cash flows of such Person for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsthen ended. (b) The three-year projections After giving effect to the Loans to be made on the Closing Date, the consummation of the Refinancing and the payment of all transaction costs in connection with the foregoing, (i) the Obligors taken as a whole are Solvent and (ii) no Obligor has any material liability, including reasonably likely contingent liability or liability for taxes, long-term lease or any unusual forward or long-term commitment of a type required to be reflected in financial statements prepared in conformity with GAAP, that is not reflected in the projections and pro forma financial information delivered pursuant to clause (j) of Article III. (c) The Borrower maintains disclosure controls and its Subsidiaries delivered procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Obligors and has (i) caused such disclosure controls and procedures to be designed to ensure that material information relating to the Lenders on or prior Obligors is reported internally, and (ii) caused such internal controls over financial reporting to be designed to provide reasonable assurance regarding the Closing Date have been prepared reliability of financial reporting and the preparation of financial statements for external purposes in good faith based upon reasonable assumptionsaccordance with GAAP.

Financial Condition. (ia) The audited Consolidated consolidated financial statements of the Borrower as of and its Consolidated Subsidiaries for the fiscal years ended 2007year ending December 31, 2008 and 2009 together with 1997, reported on by Arth▇▇ ▇▇▇e▇▇▇▇, ▇▇esent fairly the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated consolidated financial statements condition of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements results of operations for the year-to-date period ending on and cash flows as of such date and for such period. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved (iiiexcept as approved by the relevant firm of accountants and disclosed therein). The balance sheet contained in the financial statements referred to above reflects, as required by GAAP, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, and any long-term leases and 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, in each case as of the date of such balance sheet. (b) a The unaudited projected pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June at April 30, 2010: 1998 (Aincluding the notes thereto) were (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, have each been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Purchase Transactions and the Exchange Transactions, (ii) the Loans to be made hereunder on the Closing Date and the use of 55 50 proceeds thereof and (iii) the payment of fees and expenses in accordance connection with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) foregoing. The Pro Forma Balance Sheet presents fairly present on a pro forma basis the financial condition position of the Borrower Holdings and its consolidated Subsidiaries, as applicableat April 30, as 1998 and is based upon good faith estimates and assumptions believed by management of Holdings and the date thereof (subjectBorrower to be reasonable at the time made, assuming that the events specified in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationspreceding sentence had actually occurred at such date. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June 30the Closing Date (the “Pro Forma Balance Sheet”), 2010:copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing Transactions and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (Ab) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein;[Reserved.] (Bc) The audited consolidated Financial Statements of the Borrower and its consolidated Subsidiaries as at January 2, 2011, January 3, 2012 and January 1, 2013 reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiariesconsolidated Subsidiaries as at such date, as applicable, as of and the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and consolidated results of its operations and its consolidated cash flows for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereofrespective fiscal years then ended. All such Financial Statements, including liabilities for taxesthe related schedules and notes thereto, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date if any, have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as indicated in the aforementioned accountant’s report). (d) Except as set forth on Schedule 4.01(d), no Loan Party or Restricted Subsidiary has any material Contingent Obligations, contingent liabilities and liabilities for material Taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, except as have been incurred since the date of such financial statements.

Financial Condition. The Borrower has furnished to each Lender: (ia) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of June 30December 31, 2010:, and the related consolidated statements of operations and members’ capital or deficiency for the fiscal year ended on said date, said financial statements having been certified by a Registered Public Accounting Firm of nationally recognized standing reasonably acceptable to the Required Lenders; and (Ab) The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as of March 31, 2011, and the related consolidated statements of operations for the Quarter then ended. All financial statements referred to above (i) are complete and correct in all material respects (subject, in the case of the unaudited financial statements referred to above, to year-end and audit adjustments), (ii) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; , and (Biii) fairly present the financial condition of the Borrower and its Subsidiariesrespective entity or groups of entities which is or are the subject of such financial statements (as stated above), as applicableon a consolidated basis, as of the date thereof (subject, in the case respective dates of the unaudited balance sheets included in such financial statements, to normal year-end adjustments) statements and the results of operations of such entity or groups of entities for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, respective periods ended on said dates. None of the Borrower and its Restricted Subsidiaries as had on any of the date thereofsaid dates any material contingent liabilities, including liabilities for taxesTaxes, material unusual forward or long-term commitments and contingent obligations. (b) The three-year projections or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, except as referred to or reflected or provided for in said financial statements of the Borrower and its consolidated Subsidiaries delivered as of said respective dates or as disclosed to the Lenders on or in writing prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Closing Date, since December 31, 2010, there has been no material adverse change in the financial condition (from that shown by the respective balance sheet as of December 31, 2010 included in said financial statements) or the businesses or operations of the Borrower and the Restricted Subsidiaries taken as a whole on a pro forma combined basis (after giving effect to the Indebtedness contemplated to be incurred on the Closing Date have been prepared in good faith based upon reasonable assumptionsand the use of proceeds thereof).

Financial Condition. (ia) [Reserved.] (b) The audited Consolidated financial statements consolidated balance sheets of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007as of December 31, 2008 2012, and 2009 together with the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, (ii) reported on by and accompanied by a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower and its Subsidiaries as at such date, and the results of their operations and cash flows for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2013 and, June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes 2013 and the related unaudited consolidated statements of income and cash flows for the unaudited statementsthree-month periods ended on such dates, consistently applied throughout copies of which have heretofore been furnished to the period covered therebyAdministrative Agent, except as otherwise expressly noted therein; (B) present fairly present the consolidated financial condition of the Borrower and its SubsidiariesSubsidiaries as at such dates, as applicable, as and the results of their operations and cash flows for the date thereof three-month periods then ended (subject, in subject to normal year‑end audit adjustments and the case absence of the unaudited footnotes). All such financial statements, to normal year-end adjustments) including the related schedules and results notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of operations for the period covered thereby; and (C) show all material Indebtedness accountants and other liabilities, direct or contingent, as required by GAAP, of the disclosed therein). The Borrower and its Subsidiaries as of the date thereofdo not have any material Guarantee Obligations, including contingent liabilities and liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections or any long‑term leases or unusual forward or long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the Borrower and its Subsidiaries delivered financial statements referred to the Lenders on in this paragraph or disclosed in SEC Reports filed prior to the Closing Date have date hereof. During the period from September 30, 2013 to and including the date hereof there has been prepared no Disposition by the Borrower of any material part of its business or Property except as has been expressly disclosed in good faith based upon reasonable assumptionsSEC Reports filed prior to the date hereof.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at December 31, 2006 (including the fiscal years ended 2007notes thereto) (the “Pro Forma Balance Sheet”), 2008 copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition, (ii) the Loans made on the Closing Date and 2009 together the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2004, December 31, 2005, and December 31, 2006, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from Deloitte, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30respective fiscal years then ended. All such financial statements, 2010, together with including the related Consolidated statements of operations for the year-to-date period ending on such date schedules and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30notes thereto, 2010: (A) were have been prepared in accordance with GAAP but without footnotes applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). (c) The audited consolidated balance sheets of the Acquired Business as at December 31, 2004, December 31, 2005, and December 31, 2006, and the related consolidated statements of income and of cash flows for the unaudited statementsfiscal years ended on such dates, consistently applied throughout reported on by and accompanied by an unqualified report from KPMG, present fairly the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower Acquired Business as at such date, and the consolidated results of its operations and its Subsidiaries, as applicable, as of consolidated cash flows for the date thereof (subject, in the case of the unaudited respective fiscal years then ended. All such financial statements, to normal year-end adjustments) including the related schedules and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilitiesnotes thereto, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsaccordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein).

Financial Condition. (i) The audited Consolidated financial statements consolidated balance sheets of the Parent Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007as at December 31, 2008 2010 and 2009 together with 2011 and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended December 31, 2009, 2010 and 2011, reported on such datesby and accompanied by an unqualified report from PricewaterhouseCoopers LLP, (ii) present fairly in all material respects the unaudited Consolidated consolidated financial statements position of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at March 31, 2012, June 30, 2010: 2012 and September 30, 2012 and the related unaudited consolidated statements of income and of cash flows for the quarterly periods ended on such dates, present fairly in all material respects the consolidated financial position of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective quarterly periods then ended (A) were subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted therein; approved by the aforementioned firm of accountants (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein, and provided that the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, statements need not contain footnotes). As of the date of the most recent financial statements referred to in this Section 4.1, the Parent Borrower and its Subsidiaries as of the date thereofdid not have any material Guarantee Obligations, including contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the period from December 31, 2011 to and including the date hereof, there has been no Disposition by the Parent Borrower of any material commitments and contingent obligationspart of its business or Property, except as set forth on Part II of Schedule 4.1. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (i) The audited Consolidated financial statements balance sheet of the Borrower DreamWorks Animation as at December 31, 2001, December 31, 2002 and its Consolidated Subsidiaries for the fiscal years ended 2007December 31, 2008 2003, and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity income and retained earnings and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly the Consolidated financial condition of DreamWorks Animation as at such date, and the Consolidated results of its operations and its Consolidated retained earnings and cash flows for the fiscal years then ended. The unaudited Consolidated financial statements balance sheets of the Borrower DreamWorks Animation as at March 31, 2004 and its Subsidiaries for the year-to-date period ending on June 30, 20102004, together and the related unaudited Consolidated statements of income and retained earnings and of cash flows for the portion of the fiscal year ended on such date, present fairly the Consolidated financial condition of DreamWorks Animation as at such date, and the Consolidated results of its operations and its Consolidated retained earnings and cash flows for the portion of the fiscal year then ended (subject to normal year-end audit adjustments). All such audited and unaudited financial statements (with the related Consolidated statements of operations for notes and schedules thereto, the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30“Financial Statements”), 2010: (A) were have been prepared in accordance with GAAP but without footnotes for the unaudited statements, applied consistently applied throughout the period covered thereby, periods involved (except as otherwise expressly noted approved by the aforementioned firm of accountants and disclosed therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries). Except as set forth on Schedule 3.03 annexed hereto, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower DreamWorks Animation and its Subsidiaries as of the date thereofdo not have any material Guarantee Obligation, including contingent liabilities or liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the 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 contingent obligations. (b) The three-year projections including the date hereof, there has been no sale, transfer or other disposition by DreamWorks Animation or any of the Borrower and its Subsidiaries delivered of any material part of its business or property other than in the ordinary course of business and other than with respect to the Lenders on or prior to transactions described in the Closing Date have been prepared in good faith based upon reasonable assumptionsTransaction Agreement.

Financial Condition. (ia) The Each of (X) the audited Consolidated financial consolidated balance sheet of the Borrowers and their Subsidiaries dated as of January 31, 2023, and the related audited consolidated statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of income or operations, changes in stockholdersshareholders’ equity and of cash flows for the fiscal years Fiscal Year ended on such dates, that date and (iiY) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma interim consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries as dated July 31, 2023, and the related unaudited consolidated statements of June 30income, 2010shareholders’ equity and cash flows for the twelve fiscal months then ended: (Ai) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period respective periods covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subjectsubject to, in the case of the unaudited interim financial statements, to normal year-end adjustmentsadjustments and the lack of footnote disclosures; and (ii) present fairly in all material respects the consolidated financial condition of the Borrowers and their Subsidiaries as of the dates thereof and results of operations for the period periods covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections pro forma unaudited consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries dated July 31, 2023, delivered on the Closing Date was prepared by the Borrowers giving pro forma effect to the funding of the Loans, was based on the unaudited consolidated balance sheets of the Borrowers and their Subsidiaries dated July 31, 2023, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in a manner consistent with GAAP. (c) Since January 31, 2023, there has been no Material Adverse Effect or any event or circumstance which would reasonably be expected to result in a Material Adverse Effect. (d) All financial performance projections delivered to Agent, including the Lenders financial performance projections delivered on or prior to the Closing Date have been prepared in Date, represent the Borrowers’ good faith estimate of future financial performance and are based upon on assumptions believed by the Borrowers to be fair and reasonable assumptionsas of the date thereof in light of then current market conditions, it being acknowledged and agreed by Agent and Lenders that uncertainty is inherent in any forecasts or projections, that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results and such differences may be material.

Financial Condition. (a) (i) Parent and Borrower's consolidated balance sheets for the fiscal year ended as of December 31, 2009, and the related consolidated statements of operations and Consolidated statements of cash flows for the year then ended filed with the SEC in the Forms 10-Q and 10-K (or their equivalents), and (ii) the unaudited interim consolidated balance sheet of Borrower for March 31, 2010, and the related consolidated statements of operations and consolidated statements of cash flows for the period then ended, a copy of each of which has been furnished to Bank, together with any explanatory notes therein referred to and attached thereto, are correct and complete and fairly present the financial condition of Parent and Borrower as at the date of said balance sheets and the results of its operations for said periods and as of the date of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved. (b) Since March 31, 2010, there has been no substantial adverse change in the business, properties, condition (financial or otherwise), or results of operations of Borrower. (i) The audited Consolidated financial statements balance sheet of the Borrower and its Consolidated Subsidiaries Parent for the fiscal years year ended 2007on December 31, 2008 2009, the unaudited balance sheet of Parent for the period ended December 31, 2009, and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity operations and of cash flows for the fiscal years year ended on such dates2009 and the period ended December 31, (ii) the unaudited Consolidated financial statements 2009, a copy of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010which has been furnished to Bank, together with the related Consolidated statements of operations for the year-to-date period ending on such date any explanatory notes therein referred to and (iii) a pro forma balance sheet of the Borrower attached thereto, are correct and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) complete and fairly present the financial condition of Parent as at the Borrower date of said balance sheets and the results of its Subsidiaries, as applicable, operations for said periods and as of the date thereof of closing of this Loan Agreement and related transactions, respectively. All such financial statements have been prepared in accordance with GAAP applied on a consistent basis maintained through the period involved. (subjectd) Since December 31, 2009, there has been no substantial adverse change in the case of the unaudited business, properties, condition (financial statementsor otherwise), to normal year-end adjustments) and or results of operations for the period covered thereby; andof Parent. (Ce) show all material Indebtedness The warranties and other liabilities, direct or contingent, as required by GAAP, of the Borrower representations made in this Section 5.3 are and its Subsidiaries were made as of the date thereof, including liabilities for taxes, material commitments of this Loan Agreement and contingent obligationsany violation thereof shall be determined as of that date. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated Except as disclosed in any Monthly Financial Package for the months of July 2003 through November 2004, in any filing by the Borrower with the SEC prior to the Amendment Effective Date or in the Schedules hereto, since June 14, 2002, there has been no material adverse change in the business, assets, operations, properties, prospects or condition, financial statements or otherwise, of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007Subsidiaries, 2008 and 2009 together with taken as a whole. Subject to the related Consolidated statements qualifications set forth in the Report of operationsthe Borrower to the SEC on Form 8-K dated December 2, changes in stockholders’ equity and 2004, to the best knowledge of cash flows for the fiscal years ended on such datesBorrower, (ii) the unaudited Consolidated financial statements (including the notes thereto) included in the Monthly Financial Packages described in the immediately preceding sentence present fairly the financial condition and results of operation of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30the dates thereof, 2010:subject to year-end audit adjustments. (Ab) were The Borrower has, on or prior to the Amendment Effective Date, furnished to the Administrative Agent for distribution to the Lenders the Borrower's five-year forecast model including a projected consolidated statement of EBITDA and selected cash flow information (the "Model") prepared giving effect to the Transactions as if the Transactions had occurred as of November 2004. The Model was prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of good faith by the Borrower based on assumptions and its Subsidiaries, as applicable, as of estimates believed by the Borrower on the date thereof (subjectto be reasonable, in was based on the case of best information available to the unaudited financial statements, Borrower after due inquiry and accurately reflects all material adjustments required to normal year-end adjustments) and results of operations for be made to give effect to the period covered thereby; andTransactions. (Cc) show all material Neither the Borrower nor any Subsidiary has any Indebtedness and or other obligations or liabilities, direct or contingent, as required by GAAPin an aggregate amount in excess of $50,000,000, other than (i) the liabilities reflected on Schedule 3.06, (ii) obligations arising under this Agreement and (iii) liabilities incurred in the ordinary course of business. (d) The analysis set forth in Schedule 3.06 of the assets, liabilities and cash flows of the Borrower individually and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of Subsidiaries taken as a whole is believed by the Borrower and its Subsidiaries delivered to be reasonable based on the Lenders on or prior information available to the Closing Date have been prepared in good faith based upon reasonable assumptionsit.

Financial Condition. (i) The audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended December 31, 2005 (as restated), 2006 and 2007, 2008 and 2009 together with the related Consolidated statements of income or operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, dates and (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period for the most recent month ending on June 30, 2010at least 30 days prior to the Closing Date, together with the related Consolidated statements of operations income or operations, cash flows for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010date: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower Credit Parties and its Subsidiariestheir Subsidiaries in all material respects, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show reflect all material Indebtedness and other material liabilities, direct or contingent, as required by GAAP, of the Borrower Credit Parties and its their Subsidiaries as of the date thereof, including material liabilities for taxes, material commitments and material contingent obligationsobligations (to the extent required to be disclosed by GAAP). (b) The three-year projections of the Borrower Credit Parties and its their Subsidiaries through 2009 delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon assumptions believed by the Borrower at the time of the preparation thereof to be reasonable assumptions(it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s control, and that no assurance can be given that the projections will be realized).

Financial Condition. (a) The Borrower has delivered copies of the following financial statements to the Agent: (i) The the audited Consolidated financial statements of the Borrower and its Consolidated Subsidiaries for the fiscal years ended 2007, 2008 and 2009 together with the related Consolidated statements of operations, changes in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma consolidated balance sheet of the Borrower and its Subsidiaries as Overseas at December 31, 1997 and December 31, 1996 and the related consolidated statements of June 30income, 2010: shareholders equity and cash flows of the Borrower and Overseas for the three-year period ended December 31, 1997, certified by the independent certified public accountants of the Borrower and (Aii) the unaudited consolidated balance sheet of the Borrower and Overseas at August 31, 1998 and the related statements of income, retained earnings and cash flows for the Borrower and Overseas for the eight-month periods ended August 31, 1997 and August 31, 1998. The foregoing financial statements referred to in clauses (i) and (ii) were prepared in accordance with GAAP but without footnotes for GAAP, have been prepared from, and are consistent with, the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition books and records of the Borrower and its SubsidiariesOverseas, as applicablerespectively, as of the date thereof (subject, and fairly present in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, respects the consolidated financial position of the Borrower and its Subsidiaries Overseas, respectively, as at the respective dates thereof and the consolidated results of operations and cash flows of the date thereofBorrower and Overseas, including respectively, for the periods then ended. Neither the Borrower nor Overseas had at December 31, 1997 any material contingent liabilities, liabilities for taxesTaxes or long-term leases, material unusual forward or long-term commitments and contingent obligationsor unrealized or unanticipated losses from any unfavorable commitments which are of a type required by GAAP to be reflected in financial statements or the notes thereto which are not so reflected. No events which have had or could reasonably be expected to have a Material Adverse Effect have occurred since December 31, 1997 except as reflected therein. (b) Upon giving effect to the Borrower Transactions: (i) The three-year projections fair saleable value of the assets of the Borrower and Overseas, on a stand-alone basis, exceeds the amount that will be required to be paid on or in respect of the existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of the Borrower and Overseas, on a stand-alone basis, do not constitute unreasonably small capital for any such Person to carry out its business as now conducted and as proposed to be conducted including the capital needs of any such Person, taking into account the particular capital requirements of the business conducted by such Person, and projected capital requirements and capital availability thereof. (iii) The Borrower does not intend to, and will not permit any of its Subsidiaries delivered to, Incur debts beyond such Person's ability to pay such debts as they mature (taking into account the Lenders timing and amounts of cash to be payable on or prior in respect of debt of each of such Person). The cash flow of the Borrower and each of its Subsidiaries, after taking into account all anticipated uses of the cash of each such Person, will at all times be sufficient to pay all amounts on or in respect of debt of each such Person when such amounts are required to be paid. (iv) The Borrower does not intend, and does not believe, that final judgments against the Closing Date have been prepared Borrower or Overseas in good faith based upon actions for money damages will be rendered at a time when, or in an amount such that, any such Person will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum reasonable assumptionsamount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered). The cash flow of the Borrower and Overseas, on a stand-alone basis, after taking into account all other anticipated uses of the cash of each such Person (including the payments on or in respect of debt referred to in paragraph (iii) of this Section 4.6(b)), will at all times be sufficient to pay all such judgments promptly in accordance with their terms.

Financial Condition. (a) Unaudited pro forma consolidated balance sheet of the Borrower, IHK Merger Sub, the Target and their consolidated Subsidiaries as at June 30, 1997 (including the notes thereto) (the "Pro Forma Balance Sheets"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Tender Offer, the Loans to be made on the Closing Date and the Tender Funding Date and the use of proceeds thereof, and, separately, (ii) the transactions described in the foregoing clause (i) as well as the Merger and the financings contemplated by the Alternative A Merger Facilities or the Alternative B Merger Facilities, as contemplated hereby, together with, in the case of each of the Pro Forma Balance Sheets, the other financings and transactions contemplated hereby and the payment of fees and expenses in connection with the foregoing. The audited Consolidated Pro Forma Balance Sheets have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial statements position of Borrower and its consolidated Subsidiaries as at June 30, 1997, assuming that the events specified in the preceding sentence had actually occurred at such date and based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not viewed as fact and its Consolidated Subsidiaries for that actual results during the fiscal years ended 2007period or periods covered by such financial information may differ from the projected results set forth therein by a material amount . (b) The audited consolidated balance sheets of the Borrower as at March 31, 2008 1995, March 31, 1996 and 2009 together with March 31, 1997, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, (ii) reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited Consolidated consolidated financial statements condition of the Borrower as at such date, and the consolidated results of its operations and its Subsidiaries consolidated cash flows for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of at June 30, 2010: 1997, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (A) were including all adjustments consisting only of normal recurring accruals necessary for fair presentation of such interim periods). All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP but applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). 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 footnotes limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (b). During the period from March 31, 1997 to and including the date hereof there has been no Disposition by the Borrower or its Subsidiaries of any material part of its business or Property or any transfer of Capital Stock to any Person other than a Wholly Owned Subsidiary Guarantor. (c) The audited consolidated balance sheets of the Target as at October 2, 1994, October 1, 1995 and September 29, 1996, and the related consolidated statements of income and of cash flows for the unaudited statementsfiscal years ended on such dates, consistently applied throughout reported on by and accompanied by an unqualified report from Price Waterhouse LLP, present fairly the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the consolidated financial condition of the Borrower Target as at such dates, and the consolidated results of its operations and its Subsidiaries, as applicable, as consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the date thereof (subjectTarget as at June 30, in 1997, and the case related unaudited consolidated statements of income and cash flows for the nine- month period ended on such date, present fairly the consolidated financial condition of the unaudited financial statementsTarget as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments) ). All such financial statements, including the related schedules and results notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of operations for the period covered thereby; and (C) show all material Indebtedness accountants and other liabilities, direct or contingent, as required by GAAP, of the Borrower disclosed therein). The Target and its Subsidiaries as of the date thereofdo not have any material Guarantee Obligations, including contingent liabilities and liabilities for taxes, material commitments or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (c). During the period from September 30, 1996 to and contingent obligations. (b) The three-year projections of including the Borrower and date hereof there has been no Disposition by the Target or its Subsidiaries delivered to the Lenders on of any material part of its business or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsProperty.

Financial Condition. Each of OIC and the Selling Shareholders jointly and severally represent and warrant that: 5.3.1 OIC has delivered or shall deliver to MRV within Seven (7) Business Days prior to Closing consolidated financial statements of OIC and its Subsidiaries, which are collectively attached hereto as Schedule 4 consisting of (i) The audited Consolidated financial balance sheets and statements of the Borrower and its Consolidated Subsidiaries income for the fiscal years ended 2007December 31, 2008 1997 through 1999, (the "Financial Statements", the latest audited balance sheet being the "Audited" Balance Sheet"), and 2009 together with the related Consolidated (ii) unaudited balance sheet and statements of operations, changes in stockholders’ equity and of cash flows income for the fiscal years period ended March 31, 2000 (the "Latest Financial Statements", said balance sheet being the "Latest Balance Sheet"). The Financial Statements and the Latest Financial Statements (including the notes thereto) have been prepared in accordance with US GAAP applied on a consistent basis throughout the periods covered thereby and shall bear an unqualified opinion from the auditors. Except as explained in the notes thereto, the Audited Financial Statements and Latest Financial Statements fairly present the financial condition, assets, liabilities, equity and results of operations of OIC and each of its Subsidiaries as of their respective dates and periods, are and will be correct and complete in all material respects, and have been and will be prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved. OIC has obtained or will obtain a written consent by the Closing from the auditor (the "Auditor Consent") to include their opinion on the Financial Statements in order to comply with MRV's necessary filing with the SEC. 5.3.2 The inventories of each of OIC and its Subsidiaries are not obsolete or damaged, are fit for their particular use, and are not defective, such dates, (ii) that they are of a quantity and quality usable or saleable in the unaudited Consolidated financial statements ordinary course of the Borrower business of OIC and its Subsidiaries for the year-to-date period ending amounts reflected on June 30the Latest Balance Sheet, 2010exclusive of any reserve allocable thereto, together subject only to changes in the Ordinary Course of Business. All inventories reflected on the Latest Financial Statements are stated at not more than the lower of cost or fair market value thereof, with the related Consolidated statements of operations adjustments for the year-to-date period ending obsolete, damaged or otherwise not readily marketable items. Set forth on such date and (iii) Schedule 5 hereto is a pro forma balance sheet complete list of the Borrower addresses of all warehouses or other facilities in which inventories of each of OIC and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, are located as of the date thereof (subject, in the case hereof. 5.3.3 The accounts receivable of the unaudited financial statements, to normal year-end adjustments) and results each of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, of the Borrower OIC and its Subsidiaries as are valid receivables, collectible to the extent of the date thereofexcess thereof over any reserves set forth on the Latest Balance Sheet, including liabilities for taxesand are subject to no defenses, material commitments and contingent obligationscounterclaims or set-offs. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. (ia) The audited Consolidated financial statements unaudited pro forma consolidated balance sheet of the Borrower and its Consolidated consolidated Subsidiaries for as at December 31, 2006 (including the fiscal years ended 2007notes thereto) (the “Pro Forma Balance Sheet”), 2008 copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Designated Acquisition, (ii) the Loans to be made and 2009 together the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at December 31, 2006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2006, December 31, 2005 and December 31, 2004, and the related Consolidated consolidated statements of operations, changes in stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (iiexcept as approved by the aforementioned firm of accountants and disclosed therein). The audited consolidated balance sheets of ONCO (or the Target) as at December 31, 2006, December 31, 2005 and December 31, 2004, and the unaudited Consolidated related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from KPMG LLP, present fairly the consolidated financial condition of ONCO (or the Target) as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). On the date hereof, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements of the Borrower referred to in this paragraph. During the period from December 31, 2006 to and its Subsidiaries for including the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of hereof there has been no Disposition by the Borrower and or any Subsidiary thereof of any material part of its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct business or contingent, as required by GAAP, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligationsproperty. (b) The three-year projections of the Borrower and its Subsidiaries delivered to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptions.

Financial Condition. The Borrower has furnished to the Lender copies of the Selected Consolidated Financial Information included in the Proxy Solicitation (ipages 36 through 46, attached hereto as EXHIBIT H) The including, but not limited to, the financial information of the Borrower dated September 30, 2002, as well as financial information of Spacenet as of September 30, 2002, attached hereto as EXHIBIT I. Such financial information: (a) has been prepared in accordance with U.S. GAAP.; (b) has been (in the case of audited Consolidated financial statements statements) audited by the Borrower's and Spacenet's auditors; (c) is true, correct, complete and accurate in all material respects as of the dates specified therein; and (d) fully and fairly represents the financial condition and state of affairs of the Borrower and its Consolidated Subsidiaries Spacenet as at the date to which it was drawn up and for the fiscal years ended 2007periods specified therein and the results of their respective financial operations during such period, 2008 and 2009 together with the related Consolidated statements of operations, changes there has been no change in stockholders’ equity and of cash flows for the fiscal years ended on such dates, (ii) the unaudited Consolidated financial statements of the Borrower and its Subsidiaries for the year-to-date period ending on June 30, 2010, together with the related Consolidated statements of operations for the year-to-date period ending on such date and (iii) a pro forma balance sheet of the Borrower and its Subsidiaries as of June 30, 2010: (A) were prepared in accordance with GAAP but without footnotes for the unaudited statements, consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries, as applicable, as of the date thereof (subject, in the case of the unaudited financial statementsSpacenet , to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all material Indebtedness and other liabilities, direct or contingent, as required by GAAP, best knowledge of the Borrower and its Subsidiaries Spacenet, that has had or could reasonably be expected to have a Material Adverse Effect since the date to which those financial statements mentioned above were drawn up. The Borrower has furnished to the Lender a draft business plan, which has as yet not been approved by the authorized organ of the Borrower. Borrower is entitled to materially modify or amend said draft business plan until June 30, 2003, and shall subsequently update, amend or modify it on annual bases. After giving effect to the transactions contemplated or required to occur by the terms of this Agreement as of the date thereofEffective Date, including liabilities for taxes, material commitments and contingent obligations. (b) The three-year projections of the Borrower is, individually and together with Spacenet and its Subsidiaries delivered other Subsidiaries, solvent, i.e. is able to the Lenders on or prior to the Closing Date have been prepared in good faith based upon reasonable assumptionsmeet its financial obligations when due.