Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 2005 (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 Restatement Effective Closing Date and the use of proceeds thereof, (ii) the issuance of the Senior Unsecured Notes and the use of proceeds thereof and (iiiii) 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, 20102005, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 20102005, December 31, 2009 2004 and December 31, 20082003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated Lead Borrower has heretofore furnished to the Agents the Consolidated balance sheet sheet, and statements of operations, stockholders’ equity, and cash flows for the Lead Borrower and its consolidated Subsidiaries (i) as at of and for the Fiscal Years ended December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”)2004, copies of which have heretofore been furnished to December 31, 2005 and December 31, 2006, in each Lendercase audited by KPMG, 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 the use of proceeds thereof LLP, independent public accountants, and (ii) as of and for the payment Fiscal Quarters ended March 31, 2007 and June 30, 2007. Such financial statements present fairly, in all material respects, the financial position, results of fees operations and expenses cash flows of the Lead Borrower and its Subsidiaries as of such dates and for such periods in connection accordance with GAAP, subject to year end audit adjustments and the foregoingabsence of footnotes. The Pro Forma Balance Sheet Since December 31, 2006, there has been prepared based on no event, change, condition or development that has had or could reasonably be expected to have, individually or in the best information available to the Borrower aggregate, (i) as of the date Closing Date, a Company Material Adverse Effect (as defined in the Acquisition Agreement) or (ii) a Material Adverse Effect. (b) The Lead Borrower has heretofore furnished to the Agents the pro forma financial statements required pursuant to SECTION 4.01(i) hereof. Such pro forma financial statements have been prepared in good faith by the Lead Borrower, are based on assumptions believed by the Lead Borrower to be reasonable at the time of delivery thereofpreparation, accurately reflect in all material respects all adjustments required to be made to give effect to the VH Acquisition and presents present fairly in all material respects on a pro forma basis the estimated Consolidated financial position of the Lead Borrower and its consolidated Subsidiaries as at December 31, 2010of such date and for the periods reflected therein, assuming that the events specified in the preceding sentence VH Acquisition had actually occurred at such date. (b) The audited consolidated balance sheets ; it being understood that such pro forma financial statements are subject to significant uncertainties and contingencies, many of which are beyond the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 derivativesLead Borrower’s control, that are not reflected in the most recent no assurance can be given that any particular financial statements referred to in this paragraphprojections will be realized, as of the date of that actual results may differ and that such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholedifferences may be material.

Financial Condition. (a) Credit Parties have delivered to the Purchasers the audited annual financial statements of the Company dated as of June 30, 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”). (b) The unaudited pro Company Historical Financial Statements have been prepared in accordance with 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 periods specified, all in accordance with IFRS consistently applied during the 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 by the Company Historical Financial Statements, except as disclosed therein or in subsequent financial statements forming part of the Company Public Disclosure Record. (c) 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 balance sheet statement of financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2010 (including of the notes thereto) Closing Date after giving effect to the issuance of the Notes (the “Pro Forma Balance Sheet”), copies ) but not any application of which the proceeds have heretofore been furnished delivered 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 the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingPurchasers. 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 in all material respects, the estimated financial position of the Borrower Company and its consolidated the Subsidiaries in accordance with IFRS as at December 31, 2010, assuming that of the events specified in the preceding sentence had actually occurred at such dateClosing Date. (be) The Company’s auditors, who audited consolidated balance sheets 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 51-102) 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 as at December 31directors, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition officers or employees of the Borrower as at such date, and the consolidated results Company or any of its operations and its consolidated cash flows Subsidiaries 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 respective fiscal years then ended. All such financial statementsCompany or Holdings, including or to the related schedules and notes theretoknowledge of the Company, have been prepared in accordance with GAAP applied consistently throughout any associate or affiliate of any of the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member foregoing had or has any material Guarantee Obligationsinterest, direct or indirect, in any transaction or any unusual forward proposed transaction with the Company or long-term commitments, including Holdings or any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as either of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholetheir Subsidiaries.

Financial Condition. (ai) The unaudited pro forma consolidated combined balance sheet of the Borrower and its consolidated Subsidiaries Mid-Holdings as at of December 31, 2010 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 income and cash flows of Mid-Holdings for the twelve-month period ended December 31, 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 each Lenderthe Administrative Agent, has have 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 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 good faith based on the best information available to the Borrower Mid-Holdings as of the date of delivery thereofthereof and assumptions believed by Mid-Holdings to be reasonable when made and at the time so furnished, and presents present fairly in all material respects on a pro forma basis basis, in the case of (i) above, the estimated financial position of Mid-Holdings (after giving effect to the Borrower and its consolidated Subsidiaries Transactions as described in clause (i) above) as at December 31, 20102014, assuming that the events specified and, in the preceding sentence 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 actually occurred at the beginning of such dateperiod). (b) The audited consolidated combined balance sheets of the Borrower Business as at December 31, 2010, December 31, 2009 2012 and December 31, 20082013, and the related consolidated combined statements of income income, stockholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated combined financial condition of the Borrower Business as at such date, and the consolidated combined results of its operations operations, changes in stockholders’ equity and its consolidated combined 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 (unless otherwise noted therein) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations. (c) The unaudited combined balance sheet and related statements of income, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect stockholders’ equity and cash flows of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, Business as of and for the date of such financial statements. During the four fiscal quarter period from ended December 31, 2010 2014, copies of which have heretofore been furnished to and including the date hereof there has been no Disposition by any Group Member of any Administrative Agent, present fairly in all material part respects the combined financial condition of the business or property Business as at such date, and the combined results of its operations, changes in stockholders’ equity and combined cash flows for the Group Members taken as a wholefour fiscal quarter period then ended. All such financial statements have been prepared in accordance with GAAP (subject to normal year end audit adjustments and the absence of footnotes) unless otherwise noted therein.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010 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 such dateDecember 31, 2003) to (i) the consummation of the Transactions, (ii) the Loans to be made on the Restatement Effective 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 (iiiii) 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, 20102003, assuming that the events specified in the preceding sentence had actually occurred at on such date, prepared in accordance with Regulation S-X under the Securities Act. The unaudited pro forma consolidated statement of 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. (bi) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December March 31, 20102001, December March 31, 2009 2002 and December March 31, 20082003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)March 31, 2001, March 31, 2002 and March 31, 2003, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, LLP present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years 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 date, present fairly in all material respects the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 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 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 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 the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2003, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements (including the notes thereto) referred to in this paragraph, as of the date of such financial statementsparagraph (b)(ii). During the period from December March 31, 2010 2003 to and including the date hereof hereof, there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2022 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2022 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2022.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries dated as at of December 31, 2010 (1994 and the audited statements of operations, cash flows and stockholders' equity of the Borrower and its Subsidiaries for and as of the end of the period ending on that date, including the any related notes thereto) (the “Pro Forma Balance Sheet”"Audited Financial Statements"), copies and the unaudited consolidated financial statements of the Borrower and its Subsidiaries (the "Unaudited Financial Statements") dated as of July 1, 1995 (the "Balance Sheet Date"), all of which have (collectively, the "Financial Statements") were heretofore been furnished to each the Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) are true, correct and complete in all material respects and fairly present in all material respects the Loans to be made on the Restatement Effective Date and the use financial condition 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 and its Subsidiaries as of the date of delivery thereof, each such statement 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 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 consistently throughout the periods involved (involved. Other than as reflected in such Financial Statements and except as approved by for liabilities incurred in the aforementioned firm ordinary course of accountants and disclosed therein). No Group Member business since the date thereof, the Borrower has no Indebtedness that is or would be material to the financial condition of the Borrower, nor any material Guarantee Obligations, unrealized or unanticipated losses from 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 . Since the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof Balance Sheet Date there has been no Disposition by any Group Member material adverse change in the consolidated financial condition (as set forth in the Unaudited Financial Statements) or results of any material part operations of the business or property of the Group Members Borrower and its Subsidiaries taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31April 30, 2010 2005 (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 Transactions, (ii) the Loans to be made and the ABL Facility to be consummated on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on in good faith upon reasonable assumptions at the best information available to the Borrower as of the date of delivery thereof, time made and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31April 30, 20102005, assuming that the events specified in the preceding sentence had actually occurred at such date. The pro forma statement of operations for the twelve-month period ending on April 2, 2005 (the "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) 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 at April 2, 2005, assuming that the events specified in the preceding sentence had actually occurred on April 3, 2004. (b) The audited consolidated balance sheets of the Borrower as at December 31January 3, 20102004 and January 1, December 31, 2009 and December 31, 20082005, and the related consolidated combined statements of operations, stockholders' equity and comprehensive income and of cash flows for the three fiscal years ended on such dates (the “Consolidated Financial Statements”)December 28, 2002, January 3, 2004 and January 1, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO Seidman, LLP, present fairly the consolidated financial condition of xxx Xxxrower 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 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 respective fiscal years three-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member 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, as of the date of such financial statements. During the period from December 31January 1, 2010 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property other than Dispositions pursuant to the Plan of Reorganization (including the Disposition of the Group Members taken as a whole"Eddie Bauer Home" business).

Financial Condition. (a) The audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b) (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 as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the 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 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 Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2010 2018 (including the any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on consummation of the Restatement Effective Date Transactions and the use of proceeds thereof other transactions and (ii) the payment of fees and expenses events described in connection with the foregoingSection 7.1(m). The Pro Forma Balance Sheet has been prepared in good faith based on upon assumptions believed by the best information available Company to the Borrower be reasonable as of the date of delivery thereofthereof 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 basis, the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2010the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries and related pro forma consolidated statements of income of the Company as at December March 31, 2010 (including the notes thereto) 2015 (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 consummation of the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Company as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December March 31, 2010, 2015 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 financial statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 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 as at such applicable 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). No Group Member has any material Guarantee ObligationsSince January 1, 2015, there have been no transactions entered into by Company or any unusual forward or long-term commitmentsof its consolidated Subsidiaries, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected than those in the most recent financial statements referred ordinary course of business, which are material with respect to in this paragraphthe Company and its consolidated Subsidiaries considered as one enterprise, as and except for regular quarterly distributions on the common units of the date of such financial statements. During the period from December 31Company paid on February 12, 2010 to 2015 and including the date hereof May 12, 2015, there has been no Disposition by any Group Member dividend or distribution of any material part kind declared, paid or made by the Company on any class of the business or property of the Group Members taken as a wholeits Capital Stock.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2023 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2023 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2023.

Financial Condition. (a) The unaudited pro forma Borrowers have heretofore delivered to Lenders, at Lenders’ request, the audited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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, 2014 and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year then ended and the unaudited consolidated balance sheet of Holdings and its Subsidiaries and the unaudited consolidated balance sheet of Company and its Subsidiaries as of September 30, 2014 and the related unaudited consolidated statements of income and of cash flows of Company and its Subsidiaries for the fiscal years ended on periods then ended. All such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, statements were prepared in conformity with GAAP. All such consolidated financial statements fairly present fairly in all material respects the consolidated financial condition position of the Borrower Holdings and its Subsidiaries as at such date, the date thereof and the consolidated results of its operations and its consolidated cash flows of Holdings and its Subsidiaries for the respective fiscal years then ended. All such period covered thereby subject to, in the case of quarterly financial statements, including year-end adjustments and 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 absence of accountants and disclosed therein)footnotes. No Group Member Neither Holdings nor any of its Subsidiaries has any material Guarantee Obligationscontingent liability or material liability for taxes, long- term lease or any unusual forward or long-term commitmentscommitment, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the foregoing financial statements or in the most recent consolidated financial statements referred delivered pursuant to in Section 7.1 of this paragraphAgreement, as of except for those incurred since the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholestatements that are not prohibited hereunder.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 Parent Borrower and its consolidated Subsidiaries as at of December 31, 20102008, December 31, 2009 and December 31, 2008, 2010 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed therein). No Group Member has in any material Guarantee Obligationssuch schedules and notes, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect and subject to the omission of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of footnotes from such unaudited financial statements). During the period from December 31, 2010 2010, to and including the date hereof Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no Disposition sale, transfer or other disposition by any Group Member the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Group Members 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 (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”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 Loans to be made on the Restatement Effective Funding Date and the use of proceeds thereof thereof, (ii) the repayment of Indebtedness under the Existing Credit Agreement and the Existing Term Loan Agreement and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet 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 position covenant compliance of the Borrower and its consolidated Subsidiaries as at December 31, 2010the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Holdings and its Subsidiaries as at December 31, 2010, December 31, 2009 and December 31, 20082006, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG, present fairly the consolidated financial condition of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 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 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except for the lack of footnotes with interim statements). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of the its business or property other than the prepayment of the Group Members taken as a wholemortgage note of Alliance Hospital and Centinela Hospital Medical Center.

Financial Condition. (a) The unaudited pro forma consolidated combined balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31November 30, 2010 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 Restatement Effective Merger Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoingExchange Offer and Merger. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Company as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated combined financial position of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010the 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 balance sheet of Safety-Kleen as of December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Arthxx Xxxexxxx, xxesent fairly the consolidated financial 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 Company's knowledge, 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). To the best of the Company's knowledge, the balance sheet referred to above reflects 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 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. (c) The audited consolidated balance sheets sheet of the Borrower Holdings as at December August 31, 2010, December 31, 2009 and December 31, 20081997, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte Coopers & Touche LLPLybrxxx, present xxesent fairly the consolidated financial condition of the Borrower Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years 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 relevant firm of accountants and disclosed therein). No Group Member has The balance sheet referred to above reflects any material Guarantee Obligations, or contingent liabilities and liabilities for taxes, and any long-term leases and unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, each case as of the date of such financial statementsbalance sheets. During the period from December August 31, 2010 1997 to and including the date hereof there has been no Disposition by Holdings or any Group Member of its Subsidiaries of any material part of the its business or property other than the sale by the Company of the Group Members taken as a whole.ECDC Environmental, L.C.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December March 31, 2010 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 Restatement 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 the Borrower Holdings as of the date of delivery thereofthereof and on good faith estimates and assumptions believed to be reasonable at the time made, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at December March 31, 20102002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010, December 31, 2009 2000 and December 31, 20082001, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers L.L.P., present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited 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 thereintherein and for the absence of certain notes thereto). No Group Member has Except as set forth on Schedule 4.1(b), as of the Effective Date, Holdings, the Borrower and their respective Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Effective Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, as (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the date Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such financial statements. During Person by the period from December 31, 2010 to and including Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the date hereof there has been no Disposition by Borrower or any Group Member of any material part of the business or property of the Group Members taken as a wholesuch Subsidiary.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) 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 Restatement Effective 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 the best information available assumptions believed by Parent to the Borrower 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 the Borrower Parent and its consolidated Subsidiaries as at December 31, 20102009, assuming that the events specified in the preceding sentence had actually occurred at such datedate and giving effect to the other assumptions set forth therein. (b) The audited consolidated balance sheets of the Borrower Parent as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)December 31, 2009, December 31, 2008 and December 31, 2007, reported on by and accompanied by an unqualified a report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent as at such datedates, 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 . (c) Parent and notes thereto, its Subsidiaries do not have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee ObligationsGuarantee, 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 or disclosed in the notes in the most recent financial statements of Parent referred to in this paragraph, as of paragraph or otherwise permitted by this Agreement and disclosed to the date of such financial statementsLenders in writing. During the period from December 3118, 2010 2009 to and including the date hereof there has been no Disposition by Parent or any Group Member of its Subsidiaries of any material part of the business its Business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Parent Borrower and its consolidated combined Subsidiaries as at December 31September 24, 2010 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each Lender, the Administrative Agent has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Contribution and the Plan of Arrangement, (ii) the Loans to be made on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 best information available Parent Borrower to have been reasonable at the Borrower as of the date of delivery thereoftime made, and presents fairly on a pro forma basis the estimated financial position of the Parent Borrower and its consolidated Subsidiaries as at December 31September 24, 20102006, assuming that the events specified in the preceding sentence had actually occurred at such datedate (it being understood that the Pro Forma Balance Sheet is subject to the qualifications set forth in the Information Statement incorporated by reference into Amendment No. 3 to the Parent Borrower’s Form 10, as filed with the Securities and Exchange Commission on February 1, 2007, set forth on page 90 under the heading “Unaudited Pro Forma Condensed Combined Financial Information of the Company” and on pages 94 and 95, to the extent such qualifications relate to the Pro Forma Balance Sheet, under the subheadings “Notes to Unaudited Pro Forma Condensed Consolidated Financial Information of the Company” and “Note 1: Basis of Presentation” and the assumptions used in preparing the Pro Forma Balance Sheet are subject to significant uncertainties and contingencies, many of which are beyond the Parent Borrower’s control). (b) The audited consolidated combined balance sheets of the Borrower Weyerhaeuser Fine Paper Business as at December 3126, 2010, December 31, 2009 2004 and December 3125, 20082005, and the related consolidated combined statements of income operations and of cash flows for each of the fiscal years in the three-year period ended on such dates (the “Consolidated Financial Statements”)December 25, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, independent public accountants, present fairly fairly, in all material respects, the consolidated financial position and results of operations and cash flows of the 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 Borrower Weyerhaeuser Fine Paper Business as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years 39-week period then endedended (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 involved. As of the aforementioned firm Closing Date, neither the Parent Borrower nor any of accountants and disclosed therein). No Group Member 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, as of the date of such financial statements. During the period from December 31September 24, 2010 2006 to and including the date hereof there has been no Disposition by the Weyerhaeuser Fine Paper Business or any Group Member of its Subsidiaries of any material part of the business or property of the Group Members 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. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2010 2013, and unaudited pro forma statement of operations of the Borrower and its consolidated Subsidiaries for the twelve-month period then ended (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect to the Transactions and 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 events transactions had occurred on September 30, 2013 (in the case of such dateunaudited pro forma balance sheet) to or at the beginning of such twelve-month period (i) in the Loans to be made on the Restatement Effective Date and the use case of proceeds thereof and (ii) the payment such unaudited statement of fees and expenses in connection with the foregoingoperations). The Pro Forma Balance Sheet has Financial Statements have been prepared based on in good faith by the best information available to the Borrower as of the date of delivery thereofBorrower, and presents 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 December 31September 30, 20102013, and for such period then ended, assuming that the events specified in the preceding sentence such transactions had actually occurred at such datedate 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 December 31September 30, 20102012 and September 30, December 31, 2009 and December 31, 20082013, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche Touche, LLP, as the case may be, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements 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 Closing Date and the use of proceeds thereof thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to assumptions deemed reasonable at the Borrower as time of the date of delivery preparation thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at of December 31, 2010, 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 balance sheets of the Borrower Holdings and its Subsidiaries as at of December 31, 2010, December 31, 2009 2011, and December 31, 20082012, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PriceWaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31January 1, 2010 2013 to and including the date hereof hereof, there has been no Disposition by any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2010 1996 (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 Acquisitions, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet presents fairly on a pro forma basis the financial position of the Borrower and its consolidated Subsidiaries as at September 30, 1996 and is based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, assuming that the events specified in the preceding sentence had actually occurred at such date. (ii) The unaudited pro forma consolidated balance sheet and 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 Bumble Bee Acquisition (including the results of the bankruptcy proceeding to which Bumble Bee shall have been subject), (ii) the Loans to be made on the July 1997 Amendment/Restatement Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Bumble Bee Pro Forma Financial Statements present fairly on a pro forma basis the financial position of the Borrower and its consolidated Subsidiaries 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 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 based giving effect to (i) the consummation of the Initial Public Offering, (ii) the loans under the Existing Credit Agreement to be repaid on the best information available to Amendment/Restatement Closing Date and (iii) the Borrower as payment of fees and expenses in connection with the date of delivery thereof, and presents 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, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets 1997 and are based upon good faith estimates and assumptions believed by management of the Borrower as to be reasonable at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholetime made.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”)Initial Projections, copies of which have heretofore been furnished to each the Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans consummation of the Transaction, (ii) the Term Loan to be made on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Initial Projections have been prepared based on the best information available to the Borrower Holdings as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010the dates set forth in the Initial Projections, assuming that the applicable events specified in the preceding sentence had actually occurred at such datedates and assuming the accuracy of projections provided by InfuSystem to Holdings. (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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Initial Financial Statements”), reported on 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 as at such datethe dates set forth therein, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years periods 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). No Group Member 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 are is not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statementsclause (b). During the period from December 31, 2010 2006 to and including the date hereof Closing Date there has been no Disposition by Holdings or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31April 1, 2010 (including the notes thereto) 2007 (the “Pro Forma Balance Sheet”), copies a copy of which have has heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Revolving Loans to be made on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 Restricted Subsidiaries as at December 31April 1, 20102007, 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, 20082006, and the related consolidated statements of income and of cash flows for the fiscal years Fiscal Year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower as at April 1, 2007, and the 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 Borrower 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 notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No As of the Closing Date, neither the Borrower nor any 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 should be and are not reflected under GAAP in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2006 to and including the date hereof there has been no Disposition Asset Sale by the Borrower or any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 Parent Borrower and its consolidated Subsidiaries as at of December 31, 20102008, December 31, 2009 and December 31, 2008, 2010 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed therein). No Group Member has in any material Guarantee Obligationssuch schedules and notes, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect and subject to the omission of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of footnotes from such unaudited financial statements). During the period from December 31, 2010 2010, to and including the date hereof Closing Date, except in connection with the consummation of the Transactions or as permitted by the Predecessor ABL Credit Agreement, there has been no Disposition sale, transfer or other disposition by any Group Member the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Group Members 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 (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31September 28, 2010 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 each Lenderthe Administrative Agent, has have been prepared giving effect (as if such events assuming that the transactions discussed in the section of the Final Prospectus entitled “Unaudited Pro Forma Financial Information” had occurred on such date) to (i) the Loans to be made on the Restatement Effective Date been completed and the use material changes to contractual arrangements discussed in such section of proceeds thereof and (ii) the payment of fees and expenses Final Prospectus, which will occur in connection with the foregoingcompletion 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 has been prepared based on and the best information available Pro Forma Statement of Operations do not purport to reflect the Borrower as results of the date of delivery thereof, and presents fairly on a pro forma basis the estimated 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 its consolidated Subsidiaries as at December 31, 2010, assuming that the events specified transaction adjustments referred to in the preceding sentence had actually occurred at foregoing paragraph been completed on the first day of such datenine 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 balance sheets of the Borrower as at of December 3129, 20102005 and September 28, December 31, 2009 and December 31, 20082006, and the related consolidated statements of income operations, members’ equity and of cash flows for the fiscal years nine month periods ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, copies of which have heretofore been furnished to the Administrative Agent, present fairly fairly, in all material respects, the consolidated financial condition position of the Borrower and its consolidated Subsidiaries as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years nine month periods 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). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the Borrower financial statements delivered pursuant to Section 6.1(r) and Section 7.1 (other than the Annual Budgets, the Operating Forecasts and the financial statements delivered pursuant to Sections 6.1(r)(v) and (vi)) present fairly in all material respects the financial condition of the Persons covered by such financial statements as at such date, and have been prepared in accordance with GAAP or GAAP adjusted on an Economic Basis plus or minus any Allowed Reserve, as applicable, in each case applied consistently throughout the periods involved (except as approved by such accountants and as disclosed therein and, with regard to the non-annual financial statements, subject to normal year-end adjustments and the absence of footnotes). (b) The Annual Budgets and the Operating Forecasts have been prepared in good faith under the direction of a Responsible Person of the General Partner. The Annual Budgets and the Operating Forecasts were based upon good faith estimates and assumptions believed by the Loan Parties 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 to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (c) Except as set forth on Schedule 5.1(c) hereto, neither the MLP nor any of its consolidated Subsidiaries as has, at December 31the date of the most recent balance sheet referred to in Section 5.1(a), 2010 (any material Guarantee Obligation, contingent liability or liability for taxes, or any material long-term lease or unusual forward or long-term commitment, including any material interest rate or foreign currency swap or exchange transaction or other financial derivative which is not reflected in the foregoing statements or in the notes thereto. (d) (the “The Pro Forma Balance Sheet”), copies of which Financial Statements 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 Extensions of Credit to be made on the Restatement Effective Date and the use of proceeds thereof thereof, (ii) the consummation of the Kildair Acquisition and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the U.S. Borrower as of the date of delivery thereof, and presents present fairly on a pro forma basis the estimated financial position of the U.S. Borrower and its consolidated Subsidiaries as at December 31September 30, 20102014, assuming that the events specified in the preceding sentence had actually occurred at such date (e) The Projections have been prepared based upon good faith estimates and assumptions believed by management of the U.S. 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 to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (bf) The audited consolidated balance sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2013 to and including the date hereof Restatement Effective Date, there has been no Disposition sale, transfer or other disposition by any Group Member Loan Party or any of their respective consolidated Subsidiaries of any material part of the their respective business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the Group Members taken as a wholeconsolidated financial condition of such Loan Party and its consolidated Subsidiaries at December 31, 2013, other than those sales, transfers, dispositions and acquisitions listed on Schedule 5.1(f).

Financial Condition. (a) The unaudited pro forma audited consolidated and consolidating balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at Consolidated Parties for the fiscal years ended December 31, 2010 2000, December 31, 2001 and December 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 Restatement Effective Date and the use of proceeds thereof and have been audited by Pricewaterhouse Coopers, (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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). 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 statements referred footnotes to in this paragraph, as of the date of 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 from December 31, 2010 2002 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member of the Consolidated Parties of any material part of the business or property of the Group Members Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing 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 accordance 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. (a) The unaudited pro forma consolidated balance sheet and statement of operations of the Borrower and its consolidated Subsidiaries as at December March 31, 2010 (including 2005, or for the notes thereto) period of four consecutive fiscal quarters ended March 31, 2005 (the “Pro Forma Balance SheetFinancial Statements”), copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on such datedate or at the beginning of such period, as the case may be) to (i) the Loans to be made on consummation of the Restatement Effective Date and the use of proceeds thereof Transaction and (ii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents fairly present a good faith estimate on a pro forma basis of the estimated financial position of the Borrower and its consolidated Subsidiaries as at December at, or for the period of four consecutive fiscal quarters ended, March 31, 2010, 2005 assuming that the events specified in the preceding sentence had actually occurred at such datedate 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, 20102002, December 31, 2009 2003 and December 31, 20082004, and the related consolidated statements of income operations, stockholder’s equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdates, 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, statements above have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants involved. The Borrower and disclosed therein). No Group Member has its Subsidiaries do not have any material Guarantee Obligationscontingent 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, all as determined in accordance with GAAP, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2004 to and including the date hereof there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the its business or property of assets, other than has been disclosed to the Group Members taken as a wholeLenders prior to the Effective Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries Borrower’s audited financial statements as at December 31, 2010 (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 Restatement Effective Date 2009 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 Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated unaudited financial position of the Borrower and its consolidated Subsidiaries as at December statements dated October 31, 2010, assuming that as heretofore furnished to 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 statements of income and of cash flows for the fiscal years ended on such dates Bank (the “Consolidated Historical Financial Statements”), reported have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited financial statements, for the omission of footnotes and prior period comparative data required by GAAP and accompanied by an unqualified report for variations from Deloitte & Touche LLP, GAAP which in the aggregate are not material) and fairly present fairly the consolidated financial condition of the Borrower as at such date, dates and the consolidated results of its operations and its consolidated cash flows changes in financial position for the respective fiscal years periods then ended. All Other than the Clearwater Senior Notes Subsidiary Guarantee, the Borrower has no material liabilities which have not been disclosed in such financial statementsstatements or otherwise disclosed in writing to the Bank. Since December 31, including 2009, no event has occurred which could reasonably be expected to cause a Material Adverse Occurrence. (b) The Historical Financial Statements present fairly the related schedules 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 notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm discharge and release of accountants and disclosed therein). 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 statements referred to in this paragraphliens, as of the date hereof, of such financial statements. During the period from December 31Cellu Tissue Senior Secured Notes Loan Documents and the Cellu Tissue Credit Facility Loan Document (each as defined in the Original Reimbursement Agreement), 2010 (ii) the Clearwater Senior Notes Subsidiary Guarantee, and (iii) subject to and including the proviso in Section 9.13(x)(ii), the restrictions existing on the date hereof there has been no Disposition by any Group Member of any material part of in the business or property of the Group Members taken as a wholeClearwater Senior Notes Indenture.

Financial Condition. The Borrower has heretofore furnished or made available to the Lenders (a1) The unaudited the audited consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal years ended May 31, 2008, May 31, 2009 and May 31, 2010, certified by its chief financial officer, (2) the consolidated balance sheet and statements of income, stockholders equity and cash flows of the Borrower as of and for the fiscal quarters ended November 30, 2009, and February 28, 2010, (3) the pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December May 31, 2010 (including previously delivered to the notes thereto) Administrative Agent (the “Pro Forma Balance Sheet”) and a pro forma statement of operations for the twelve-month period ending on May 31, 2010 previously delivered to the Administrative Agent (the “Pro Forma Statement of Operations”), copies of which have heretofore been furnished to in each Lender, has been case prepared after giving effect (as if such events had occurred on such date) to (i) the Loans to be made on consummation of the Restatement Effective Date Initial Share Repurchase and the use Transactions. Such financial statements described in clauses (1) - (2) of proceeds thereof the preceding sentence present fairly, in all material respects, the financial position and (ii) results of operations and cash flows of the payment Borrower and its consolidated Subsidiaries, in each case, as of fees such dates and expenses for such periods in connection accordance with the foregoingGAAP, subject to year-end audit adjustments. The Pro Forma Balance Sheet has been prepared based on and Pro Forma Statement of Operations present fairly, in all material respects, 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 and results of operations of the Borrower and its consolidated Subsidiaries as 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 December 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, assuming there has been no development or event that the events specified has had or could reasonably be expected to have a Material Adverse Effect. Except as disclosed 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to above or the notes thereto and except as set forth in this paragraphany 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 of such financial statements. During the period from December 31Closing Date, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of contingent liabilities or material unrealized losses except as evidenced by the business or property of the Group Members taken as a wholeLoan Documents.

Financial Condition. (a) The 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 Xxxxxxxxx Xxxxx Xxxxxxx & 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 pro forma financial statements of the Borrower as follows: a consolidated and consolidating balance sheet of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 2010 (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 Restatement 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 available to the Borrower as of the date of delivery thereof1998, and presents fairly on a pro forma basis the estimated financial position consolidated and consolidating statements of operations of the Borrower and its consolidated Subsidiaries for the six month period then ended (collectively, the "June Financial Statements"). Except as at December 31set forth in Schedule 3.1(A), 2010the June Financial Statements fairly present in all material respects, assuming that in accordance with GAAP, the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets financial position and results of operations of the Borrower and its Subsidiaries as at December 31, 2010, December 31, 2009 of the date and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended period shown therein on such dates (a basis consistent with prior periods, subject to year-end audit adjustments. Except as provided in Schedule 3.1(A) and the “Consolidated Financial Statements”)other Schedules to this Agreement, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition none of the Borrower as at such date, and the consolidated results of or 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, Subsidiaries have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligationscontingent obligations, contingent liabilities or any liabilities for taxes, 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 which are not reflected in the most recent financial foregoing statements referred to or in this paragraph, as of the notes thereto. Since the date of such the aforementioned financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part adverse change in the business, operations, assets or financial or other condition of the business or property of the Group Members taken Borrower and its Subsidiaries, considered as a whole, except as disclosed in Schedule 3.1(B) attached hereto.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2021 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor's independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2021 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2021.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Seller has delivered to the Purchaser true and correct copies of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 following: audited consolidated balance sheets of the Borrower Seller as at of December 31, 2010, December 31, 2009 1995 and December 31, 20081994; the unaudited consolidated balance sheet of the Seller as of December 31, and 1996 (the related "Unaudited Balance Sheet"); audited consolidated statements of income income, consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the fiscal years ended on such dates 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 “Consolidated "Financial Statements”"), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present . Each such consolidated balance sheet presents fairly the consolidated financial condition condition, assets, liabilities, and stockholders' equity of the Borrower as at such date, and the consolidated results of its operations Seller and its consolidated subsidiaries as of its 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 for presents fairly the respective fiscal years then endedinformation purported to be shown therein, in 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. All such The financial statements, including the related schedules and notes thereto, statements referred to in this Section 4.1(c) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied consistently throughout the periods involved (except as approved otherwise permitted by 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); (ii) Except as required or permitted by the aforementioned firm terms of accountants and disclosed therein). No Group Member any outstanding series of Preferred Stock, neither the Seller nor any Subsidiary has any material Guarantee Obligationsauthorized, declared, paid, or effected any unusual forward dividend or long-term commitments, including any interest rate or foreign currency swap or exchange transaction liquidating or other obligation distribution in respect of derivativesits capital stock or other outstanding equity interests or any direct or indirect redemption, that are not reflected purchase, or other acquisition of any stock of the Seller or any equity interest of any Subsidiary; (iii) The operations and business of the Seller and each Subsidiary have been conducted in all respects only in the most recent financial statements referred to in this paragraph, as ordinary course; and (iv) Neither the Seller nor any Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholevalue.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2008 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2008 to and including the date hereof there hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2008.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet audited Consolidated financial statements of the Borrower and its consolidated Subsidiaries as at December 31for the fiscal years ended 2001, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”)2002 and 2003, 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 the use of proceeds thereof and (ii) the payment of fees and expenses in connection together 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 income or operations, equity and of cash flows for the fiscal years ended on such dates dates, (ii) the “unaudited Consolidated Financial Statements”)financial statements of the Borrower and its Subsidiaries for the six-month period ending on the last day of the month that ended immediately prior to the Closing Date, reported together with the related Consolidated statements of income or operations, equity and cash flows for the six-month period ending on by such date and accompanied by an unqualified report from Deloitte & Touche LLP(iii) a pro forma balance sheet of the Borrower and its Subsidiaries, giving effect to the initial borrowings and the other transactions contemplated to occur on the Closing Date, as of the 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 consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for Subsidiaries as of the respective fiscal years then ended. All such date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments 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, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The projections of the related schedules Borrower and notes thereto, its Subsidiaries delivered to the 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 accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholegood faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31February 27, 2010 (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 Restatement 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 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, 20082005, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by such accountants and disclosed therein). (b) 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 Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended, subject to normal year-end adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has Holdings and its Subsidiaries as of November 27, 2005 did not have, and since such date and prior to the Closing Date did not incur, assume or create, any material Guarantee 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 paragraphparagraph 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 based on good faith assumptions in accordance with GAAP and is based on information believed by 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 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 financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholedate.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at December 31April 1, 2010 (including the notes thereto) 2007 (the “Pro Forma Balance Sheet”), copies a copy of which have has heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Refinancing, (ii) the Initial Loans to be made on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 Restricted Subsidiaries as at December 31April 1, 20102007, 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, 20082006, and the related consolidated statements of income and of cash flows for the fiscal years Fiscal Year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly the consolidated financial condition of the Borrower and the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower as at April 1, 2007, and the 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 Borrower 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 notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No As of the Closing Date, neither the Borrower nor any 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 should be and are not reflected under GAAP in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2006 to and including the date hereof there has been no Disposition Asset Sale by the Borrower or any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at Consolidated Parties for the fiscal years ended December 31, 2010 1999, December 31, 2000, December 31, 2001 and December 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 Restatement Effective Date and the use of proceeds thereof and have been audited by Deloitte & Touche, (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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 consistently applied consistently throughout the periods involved covered thereby and (except as approved by iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). 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 statements referred footnotes to in this paragraph, as of the date of 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 thereby and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. During the period from December 31, 2010 2002 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member Consolidated Party of any material part of the business or property of the Group Members Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing 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 accordance 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. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2013 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2013 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2013.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2012 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2012 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2012.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December October 31, 2010 2012 (including the notes thereto) and related statements of income and cash flows (the “Pro Forma Balance SheetFinancial Statements”), copies a copy of which have has heretofore been furnished to each Lenderthe Administrative Agent, has 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 Loans to be made on the Restatement Amendment 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 Financial Statements have been prepared in good faith, based on upon estimates and assumptions used to prepare the best pro forma financial information available contained in the Lender Presentation (which estimates and assumptions are believed to the Borrower be reasonable as of the date of delivery thereofAmendment Effective Date), and presents present fairly on a pro forma basis the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December and for the 12-month period ended October 31, 20102012, 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Company Historical Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies 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 date, dates and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years periods then endedended in all material respects. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the respective periods involved (except as approved by involved. As of October 31, 2012, the aforementioned firm of accountants Company and disclosed therein). No Group Member has its Subsidiaries do not have any material Guarantee Obligations, liabilities for taxes, or any long term leases or unusual forward or long-long term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent annual financial statements referred to in this paragraph, as of paragraph or quarterly financial statements for the date of such financial statements. During the period from December fiscal quarter ended October 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole2012.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 each of the Borrower as CLNS Contributed Portfolio, NorthStar I and NorthStar II and their respective Consolidated Subsidiaries for the two most recently completed fiscal years ended at December 31, 2010, December 31, 2009 and December 31, 2008least 90 days before the Closing Date, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxx Xxxxxxxx LLP, present fairly in all material respects the consolidated financial condition of each of the Borrower as at such dateCLNS Contributed Portfolio, NorthStar I, NorthStar II and their respective Consolidated Subsidiaries, respectively, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of each of the CLNS Contributed Portfolio, NorthStar I, NorthStar II and their respective Consolidated Subsidiaries delivered pursuant to Section 5.1(b)(ii), and the related unaudited consolidated statements of income and cash flows for such fiscal periods, present fairly the consolidated financial condition of each of the CLNS Contributed Portfolio, NorthStar I, NorthStar II and their respective Consolidated Subsidiaries as at such date. 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). (b) The Pro Forma Financial Statements, copies of which have heretofore been furnished to each Lender, have been prepared giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such statement of income). No The Pro Forma Financial Statements have been prepared based on the best information available to the Parent Borrower as of the date of delivery thereof, and present fairly on a pro forma basis the estimated financial position of the Parent Borrower and its Consolidated Subsidiaries as at September 30, 2017, assuming that the events specified in the preceding sentence had actually occurred at such date. (c) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in subsections (a) and (b) of this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholeSection 4.1.

Financial Condition. (a) The audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b) (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 as otherwise expressly noted therein. (b) The unaudited consolidated balance sheet of the 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 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 Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2010 2017 (including the any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on consummation of the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has been prepared in good faith based on upon assumptions believed by the best information available Company to the Borrower be reasonable as of the date of delivery thereofthereof 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 basis, the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2010the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such dateas of the last day of the fiscal quarter of the Borrower ended June 30, 2021) to (i) the Loans to be made on consummation of the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis Pro Forma Basis the estimated and projected consolidated financial position of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20102021, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets Annual Financial Statements of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPGxxxx Xxxxxxxx LLP and of the Target Parties reported on by and accompanied by an unqualified report from Rxxxxxxx + Rowella, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries or the Targets and their Subsidiaries as at such datedate (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), and the consolidated results of its operations and consolidated cash flows for the respective fiscal year then ended. The Interim Financial Statements of the Borrower and its Subsidiaries present fairly in all material 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 respective fiscal years periods then endedended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, 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). No None of any Group Member has had, as of the Closing Date, 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 Foreign Currency swap or exchange transaction or other obligation in respect of derivatives, that 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, as other than certain liabilities of the date of such financial statements. During Target Loan Parties for which indemnification is specifically provided for under the period from December 31, 2010 to and including the date hereof there Acquisition Agreement or has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken reflected as a wholereduction in purchase price under the Acquisition Agreement.

Financial Condition. (a) i. The unaudited pro forma consolidated audited balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 2010 1997, and the related audited income statement and cash flows of Borrower, (including the notes thereto) (the “Pro Forma Balance Sheet”collectively, "Financials"), copies of which have heretofore been furnished delivered to each LenderBank by Borrower are true and correct, 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 the use Financials fairly present the financial condition 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 dates thereof and the results of delivery thereofthe operations of Borrower for the periods covered thereby, 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 generally accepted accounting principles on a basis consistently throughout maintained. Since December 31, 1997, there have been no events or occurrences which, individually or in the periods involved (except as approved by the aforementioned firm aggregate, have had or are reasonably likely to have a Materially Adverse Effect. Borrower has no knowledge of accountants and disclosed therein). No Group Member has any material Guarantee Obligationsliabilities, contingent or any unusual forward or long-term commitmentsotherwise, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are at such date not reflected in the most recent financial statements referred said balance sheet which are required under such generally accepted accounting principles to in this paragraphbe so reflected, as of 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. During statements of Borrower and its subsidiaries for the period from fiscal years ending December 31, 2010 1998, December 31, 1999, and December 31, 2000 ("Projections"), copies of which have heretofore been delivered by Borrower to and including Bank, have been prepared on the date hereof there has been no Disposition by any Group Member of any material part basis of the business or property assumptions accompanying them and reflect the best good faith estimates by Borrower of the Group Members taken performance of Borrower for the periods covered thereby, and the financial condition of Borrower as a wholeof the dates thereof, based 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. (a) The unaudited pro forma consolidated balance sheet of Borrower as of the Borrower and its consolidated Subsidiaries as at December 31, 2010 Funding Date (including the notes thereto) (the “Pro Forma Balance Sheet”), copies a copy of which have heretofore been furnished to each LenderAgent, 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 Funding Date and the use of proceeds thereof and (ii) the payment of fees fees, expenses and expenses taxes 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 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, 2010of the Funding Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited unaudited consolidated balance sheets sheet of the Borrower as at December 31June 30, 2010, December 31, 2009 and December 31, 20082013, and the related unaudited consolidated statements of income and of cash flows for the fiscal years six-month period ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdate, 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 six-month period then endedended (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 involved, except that the reports for June 30, 2013 are on a cash basis, subject to year-end audit adjustment. (except c) Except as approved by the aforementioned firm of accountants and disclosed thereinprovided on Schedule 3.1(c). No Group Member , no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long-long term commitments, including 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 delivered pursuant to in this paragraph, as Section 5.1 of the date of such financial statementsExisting Credit Agreement. During the period from December 31June 30, 2010 2013 to and including the date hereof there has been no Disposition by any Group Member Loan Party of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2022 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2022 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property Property, nor has it purchased or otherwise acquired any business or Property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2022.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 financial statements of the Borrower as at December 31Parent dated June 30, 20101998, December 31June 30, 2009 1999 and December 31June 30, 20082000, and the related consolidated statements of income or operations, shareholders' equity and of cash flows for the fiscal years periods ended on such dates dates: (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (covered thereby, except as approved otherwise expressly noted therein; (ii) present fairly the financial condition of Parent and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby; and (iii) except as specifically disclosed in Schedule 6.11, show all material indebtedness and other liabilities, direct or contingent, of Parent and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent 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 Company has furnished to each Agent and each Lender an estimated consolidated pro forma balance sheet of Parent and its Subsidiaries as of June 30, 2001 (giving effect to the Refinancing Transactions, assuming all such transactions had occurred on June 30, 2001), prepared by the aforementioned firm Company and certified as true and correct in all material respects by a Responsible Officer of accountants the Company. (d) The Company has furnished to each Agent and disclosed therein)each Lender financial projections and covering the period from the commencement of the 2002 fiscal year through the 2010 fiscal year. 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 Such projections were prepared by the Company and its Subsidiaries in respect good faith on the basis of derivatives, information and assumptions that are not reflected in the most recent financial statements referred Company and its senior management believed to in this paragraph, be reasonable as of the date of such financial statements. During the period from December 31, 2010 to projections and including the date hereof there has been no Disposition by any Group Member of any material part such assumptions are reasonable as of the business or property Restatement Date (it being understood that projections are subject to significant uncertainties and contingencies, many of which are beyond the Group Members taken as a wholeCompany's control, and that no assurance can be given that the projections will be realized).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Holdings as of June 30, 1996, a copy of which has heretofore been furnished to each Lender, presents fairly, in all material respects, in accordance with GAAP, the Borrower 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 date of such balance sheet, except as disclosed in the Registration Statement, neither Holdings nor any of its Subsidiaries had any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect. (b) The audited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at December 31, 2010 (including 1995, as restated, and the notes thereto) (related consolidated statements of operations, stockholders' equity and cash flows for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by Deloitte & Touche LLP, copies of each 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 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in accordance with GAAP in all material respects the consolidated financial condition of the Borrower Holdings and its Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal years period 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 period involved (except as approved concurred in by the aforementioned firm of accountants and disclosed thereinAccountants (as defined below). 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 Except as disclosed in the most recent financial statements referred to in this paragraphRegistration Statement, neither Holdings nor any of its Subsidiaries had, as of the date of such financial statements. During , any material obligation, contingent or otherwise, which was not reflected in the period from 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, 2010 to 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 including the date hereof there has Closing Date, except as disclosed in Schedule 5.6(d), no dividends or other distributions have been no Disposition by declared, paid or made upon any Group Member shares of any material part capital stock of the business or property Company nor have any shares of capital stock of the Group Members taken as a wholeCompany been redeemed, retired, purchased or otherwise acquired by the issuer thereof.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Parent and its consolidated Consolidated Subsidiaries as at of December 31, 2010 (including 2013, the notes thereto) (related consolidated statement of income, partners’ equity and cash flow of the “Pro Forma Balance Sheet”)Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) were prepared in accordance with GAAP consistently applied throughout the Loans to be made on the Restatement Effective Date and the use of proceeds thereof and period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the payment financial condition of fees the Parent and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower its Consolidated Subsidiaries as of the date thereof and their results of delivery operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments 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 dateIndebtedness. (b) The audited unaudited consolidated balance sheets of the Borrower as at December 31Parent and its Consolidated Subsidiaries dated September 30, 2010, December 31, 2009 and December 31, 2008, 2014 and the related consolidated statements of income or operations, partners’ equity and of cash flows flow for the fiscal years quarter ended on such dates that date (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and (ii) fairly present the aforementioned firm financial condition of accountants the Parent and disclosed therein). 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 statements referred to in this paragraph, its Consolidated Subsidiaries as of the date thereof and their results of such financial statements. During operations for the period from covered thereby, subject to the absence of footnotes and to normal year-end audit adjustment. (c) Since December 31, 2010 to and including the date hereof 2013, (i) there has been no Disposition by any Group Member of any material part of event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, and (ii) the business or property of Parent and the Group Members taken as a wholeother Loan Parties have been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2020 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2020 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2020.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 and its Subsidiaries as at December of October 30, 2011, October 31, 2010, December 312010 and November 1, 2009 and December 31, 2008, and the related consolidated statements of income operations, equity and of cash flows for the fiscal years Fiscal Years ended on such dates (the “Consolidated Financial Statements”)October 30, 2011, October 31, 2010 and November 1, 2009, reported on by and accompanied by an unqualified report reports from Deloitte Ernst & Touche Young LLP, and (ii) 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 fairly, in all material respects, the consolidated financial condition of the Borrower as at such datedates, and the consolidated results statements of its operations and its consolidated cash flows for the respective fiscal years 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 consistently applied consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm of accountants a Responsible Officer, and disclosed thereinin any such schedules and notes). No Group Member Except as disclosed on Schedule 5.1, during the period from October 30, 2011 to and including the Closing Date, except as 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 Guarantee Obligations, part of its business or property and no purchase or other acquisition by the Borrower and its Subsidiaries of any unusual forward business or long-term commitments, property (including any interest rate or foreign currency swap or exchange transaction or Capital Stock of any other obligation Person) which in respect either case is material in relation to the consolidated financial condition of derivativesthe Borrower and its Subsidiaries, that are taken as a whole, which is not reflected in the most recent foregoing financial statements or in the notes thereto or has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) As of the Closing Date, except as set forth in the financial statements referred to in this paragraphSubsection 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 the April 29, 2012, adjusted to give effect (as if such events had occurred on such date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part for purposes of the business or property balance sheet and on May 2, 2011, for purposes of the Group Members taken as a wholestatement 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 at 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. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2010 2003 (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 Acquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 31June 30, 20102003, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 20102002, December 31, 2009 2001 and December 31, 20082000, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited consolidated balance sheets of the Schlumberger Business as at December 31, 2002, December 31, 2001 and December 31, 2000, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from PricewaterhouseCoopers, 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 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 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 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 (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Except as described on Schedule 5.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31January 1, 2010 2003 to and including the date hereof there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 Parent Borrower and its consolidated Subsidiaries as at of December 31, 20102013, December 31, 2009 2014 and December 31, 2008, 2015 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended, of the Parent Borrower and its consolidated Subsidiaries. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by a Responsible Officer of the aforementioned firm of accountants Parent Borrower, and disclosed therein). No Group Member has in any material Guarantee Obligationssuch schedules and notes, or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect and subject to the omission of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of footnotes from such unaudited financial statements). During the period from December 31, 2010 2015, to and including the date hereof Closing Date, except in connection with the consummation of the Spin-Off Transactions or as permitted by the Predecessor Term Loan Credit Agreement, there has been no Disposition sale, transfer or other disposition by any Group Member the Parent Borrower and its consolidated Subsidiaries of any material part of the business or property of the Group Members 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 (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 available to the Borrower as audited consolidated financial statements of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at dated 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, 20082014, and the related consolidated statements of income income, shareholders’ equity and of cash flows for the fiscal years Fiscal Year ended on such dates (the “Consolidated Financial Statements”)that date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly independent public accountants and (ii) the unaudited consolidated financial condition statements of the Borrower as at such dateCompany and its Subsidiaries dated March 31, 2015, and the related consolidated results statements of its operations income, shareholders’ equity 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 period ended on that date: (i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, subject, in the aforementioned firm case of accountants such unaudited financial statements, to ordinary, good faith year end and disclosed therein). No Group Member has any audit adjustments and the absence of footnote disclosure; (ii) fairly present in all material Guarantee Obligationsrespects 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 (iii) show all material indebtedness and other liabilities, direct or any unusual forward or long-term commitmentscontingent, including any interest rate or foreign currency swap or exchange transaction or other obligation of the Company and its consolidated Subsidiaries as of the date thereof. (b) Each 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 respect of derivativesaccordance with SAP, that are not except as may be reflected in the most recent notes thereto and subject, with respect to the Quarterly Statements, to the absence of notes required by SAP and to normal year-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 statements referred to condition of the respective Insurance Subsidiaries covered thereby as of the respective dates thereof and changes in this paragraphCapital 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 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 statements. During projections, budgets and estimates are as to future events provided to the Agent prior to the date hereof have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at 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, 2010 to and including the date hereof 2014, there has been no Disposition by any Group Member material adverse change in the business, properties, results of any material part operations or financial condition of the business or property of the Group Members Company and its Subsidiaries, taken as a whole.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2022 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2022 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2022.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Bermuda Holdings and its consolidated Subsidiaries as at December 31February 22, 2010 (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 Restatement 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 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, 20082009, and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly fairly, in all material respects, the consolidated financial condition of the Borrower Bermuda 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 year then ended. All such financial statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as approved by such accountants and disclosed therein). (b) 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 Bermuda 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 adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has Bermuda Holdings and its Subsidiaries as of November 22, 2009 did not have, and since such date and prior to the Closing Date did not incur, assume or create, any material Guarantee 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 paragraphparagraph 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). (c) The 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 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 financial statements. During date. (d) The Projections delivered to the Administrative Agent and the Lenders prior to the Closing Date have been prepared in good faith and are based on assumptions believed to be reasonable when 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 December 31, 2010 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 date hereof there has been no Disposition Loans and the Senior Secured Notes) being incurred or assumed and Liens created by any Group Member of any material part the Credit Parties in connection therewith on such date, (i) the sum of the business or property fair value of the Group Members 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. The 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 Company: (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 Company and its Subsidiaries as at December 31, 2010, December 31, 2009 31st in each of the three fiscal years 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 December 31, 2008, and the related consolidated statements of income and of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the Required Holders and (b) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) 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 fiscal years ended on in which such dates 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 “Consolidated Financial Statements”), reported on by related schedules and accompanied by an unqualified report from Deloitte & Touche LLP, notes) fairly present fairly in all material respects the consolidated financial condition position of the Borrower Company and its Subsidiaries as at such date, of the respective dates thereof and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules periods indicated and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, 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 set forth in the most recent financial statements referred to notes thereto (subject, in this paragraph, as the case of the date of such any interim financial statements. During , to normal year-end adjustments and the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member absence of any material part of the business or property of the Group Members taken as a wholefootnotes).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”, 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 Loans consummation of the Refinancing (including without limitation the application of the proceeds hereof pursuant to be made on the Restatement Effective Date and the use of proceeds thereof Section 4.16) and (ii) the payment of fees and expenses in connection with the foregoingforegoing (including such adjustments, the “Pro Forma Balance Sheet”). The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower in good faith 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, 20102004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 2010, December 31, 2009 and December 31, 20082004, and the related consolidated statements of income and of cash flows for the such fiscal years year, ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective such fiscal years then endedyear. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any The unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter ended March 31, 2005, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter, certified on behalf of the Borrower by its chief financial officer were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby, subject in each case to the absence of footnotes and to normal year-end audit adjustments. As of the Closing Date, the Borrower and its Subsidiaries have no material Guarantee Obligations, material contingent liabilities or material liabilities for taxes, or any material 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, as of to the date of such financial statementsextent same are required to be so reflected. During the period from December 31, 2010 2004 to and including the date hereof Closing Date there has not been no Disposition any sale, lease, license sale and lease back, assignment, conveyance transfer or other disposition by any Group Member of the Borrower or its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31August 15, 2010 1998 (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 Restatement Effective 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 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 31August 15, 20101998, 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 31March 28, 20101998, December 31March 29, 2009 1997 and December 31March 30, 2008, 1996 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified a report from Deloitte & Touche Price Waterhouse LLP, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years 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). No Group Member has The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31March 28, 2010 1998 to and including the date hereof there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements 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 to be made on the Restatement Effective Closing Date and the use of proceeds thereof thereof, and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2010, Group Members assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets sheet of the Borrower as at of December 31, 2010, December 31, 2009 and December 31, 20082019, and the related consolidated statements statement of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young, LLP, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years year then ended. The unaudited balance sheet of the Borrower 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 financial condition of the Borrower 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 notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has The Borrower does not have, as of the Closing Date, 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, as of the date of such financial statements. During the period from December 31, 2010 2019 to and including the date hereof hereof, there has been no Disposition by any Group Member the Borrower of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries and related pro forma consolidated statements of income of the Company as at December March 31, 2010 (including the notes thereto) 2013 (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 consummation of the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower Company as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December March 31, 2010, 2013 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 financial statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 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 as at such applicable 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). No Group Member has any material Guarantee ObligationsSince January 1, 2013, there have been no transactions entered into by Company or any unusual forward or long-term commitmentsof its consolidated Subsidiaries, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected than those in the most recent financial statements referred ordinary course of business, which are material with respect to in this paragraphthe Company and its consolidated Subsidiaries considered as one enterprise, as and except for regular quarterly distributions on the common units of the date of such financial statements. During the period from December 31Company on February 6, 2010 to 2013 and including the date hereof May 8, 2013, there has been no Disposition by any Group Member dividend or distribution of any material part kind declared, paid or made by the Company on any class of the business or property of the Group Members taken as a wholeits Capital Stock.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the US Borrower and its consolidated Subsidiaries as at December 31June 30, 2010 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 making of the Loans to be made on the Restatement Effective 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 Subsidiaries as at December 31June 30, 20102008, assuming that the 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, 20102005, December 31, 2009 2006 and December 31, 20082007, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO Xxxxxxx LLP, present fairly the consolidated financial condition of the US Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statementsstatements of the US Borrower and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member As of the Closing Date, 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 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, as of the date of such financial statements. During the period from December 31, 2010 2007, to and including the date hereof Closing Date, there has been no Disposition by any Group Member Loan Party or its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 2010 (including 2001, and the notes thereto) (related consolidated statements of income or operations, shareholder's equity and cash flows for 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 fiscal year ended on such date) to that date (i) were prepared in accordance with GAAP consistently applied throughout the Loans to be made on the Restatement Effective Date and the use of proceeds thereof period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present 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 of the events specified in date thereof and results of operations for the preceding sentence had actually occurred at such dateperiod covered thereby. (b) The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31of September 30, 2010, December 31, 2009 and December 31, 20082002, and the related consolidated statements of income or operations, shareholder's equity and of cash flows for the fiscal years year ended on such dates that date (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein; and (ii) fairly present the aforementioned firm financial position of accountants the Borrower and disclosed therein). 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 statements referred to in this paragraph, its consolidated Subsidiaries as of the date thereof and results of such financial statements. During operations for the period from 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 Closing Date, on Schedule 5.13(c) and (b) as of the end of each Fiscal Year beginning with the Fiscal Year ended December 31, 2010 2002, on an updated Schedule attached to and including the date hereof there Compliance Certificate delivered by the Borrower with the most recent annual financial statements delivered pursuant to Section 6.01(a). (d) Since September 30, 2002, no event or condition has been no Disposition by any Group Member of any material part of occurred which, either individually or in the business aggregate, has had or property of the Group Members taken could reasonably be expected to have a Material Adverse Effect, except as a wholedisclosed on Schedule 5.13(d).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements 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 Closing Date and the use of proceeds thereof thereof, and (ii) the payment of fees and expenses in connection with the foregoingTransaction Costs. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 2010, 2022 assuming that the events specified in the preceding sentence had actually occurred at such date. (bi) The audited consolidated financial statements (balance sheets sheet, income statement and statements of cash flows) of the Borrower as at and its Subsidiaries for the fiscal year ended on December 31, 20102021, December 31(ii) the unaudited consolidated financial statements (balance sheet, 2009 income statement and December 31, 2008, and the related consolidated statements of income and statement of cash flows flows) of the Borrower and its Subsidiaries for the fiscal years calendar month ended on such dates (the “Consolidated Financial Statements”)June 30, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP2022, each, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years periods then ended. All such financial statementsstatements of the Borrower, including the related schedules and notes theretothereto (if applicable), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has has, as of the Closing Date, 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, as of the date of such financial statements. During the period from December 31, 2010 2021 to and including the date hereof hereof, there has been no Disposition by any Group Member of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) Credit Parties have delivered to the Purchasers the audited annual financial statements of the Company dated as of June 30, 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”). (b) The unaudited pro Company Historical Financial Statements have been prepared in accordance with 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 periods specified, all in accordance with IFRS consistently applied during the 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 by the Company Historical Financial Statements, except as disclosed therein or in subsequent financial statements forming part of the Company Public Disclosure Record. (c) 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 balance sheet statement of financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2010 (including of the notes thereto) Third Restatement Closing Date after giving effect to the issuance of the Notes (the “Pro Forma Balance Sheet”), copies ) but not any application of which the proceeds have heretofore been furnished delivered 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 the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingPurchasers. 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 in all material respects, the estimated financial position of the Borrower Company and its consolidated the Subsidiaries in accordance with IFRS as at December 31, 2010, assuming that of the events specified in the preceding sentence had actually occurred at such dateThird Restatement Closing Date. (be) The Company’s auditors, who audited consolidated balance sheets 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 51-102) 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 as at December 31directors, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition officers or employees of the Borrower as at such date, and the consolidated results Company or any of its operations and its consolidated cash flows Subsidiaries 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 respective fiscal years then ended. All such financial statementsCompany or Holdings, including or to the related schedules and notes theretoknowledge of the Company, have been prepared in accordance with GAAP applied consistently throughout any associate or affiliate of any of the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member foregoing had or has any material Guarantee Obligationsinterest, direct or indirect, in any transaction or any unusual forward proposed transaction with the Company or long-term commitments, including Holdings or any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as either of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholetheir Subsidiaries.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower NorthStar Corp and its consolidated Consolidated Subsidiaries as at of the fiscal year ending December 31, 2010 (including 2006, provided to the notes thereto) (Administrative Agent and the related audited consolidated statements of income and retained earnings and of cash flows for the year then ended, setting forth in each case in comparative form the figures for the previous year, reported on without a “Pro Forma Balance Sheet”)going concern” or like qualification arising out of the scope of the audit conducted by Xxxxx Xxxxxxxx, copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Restatement Effective Date are complete and the use of proceeds thereof correct 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of NorthStar Corp and its Consolidated Subsidiaries of the Borrower foregoing as at of such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes theretothereto (if any), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has Neither NorthStar Corp nor any of its Consolidated Subsidiaries had, as of the date of the most recent balance sheet referred to above, any material Guarantee Obligationscontingent liability or liability for taxes, or any long term lease or unusual forward or long-long term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. Except as otherwise disclosed publicly, as of the date of such financial statements. During during the period from December 31, 2010 2006, to and including the date hereof hereof, there has been no Disposition sale, transfer or other disposition by the Borrowers, the Guarantor or any Group Member Consolidated Subsidiaries of the foregoing of any material part of the their business or property Property and no purchase or other acquisition of any business or Property (including any Equity Interests of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeBorrowers, the Guarantor or any Consolidated Subsidiaries of the foregoing on the date hereof.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma income statement of the Borrower and its consolidated Subsidiaries as at December 31September 27, 2010 (including the notes thereto) 2015 (the “Pro Forma Balance SheetFinancial Statements”), ) copies of which have heretofore been furnished to each Lender, has have been prepared giving effect (as if such events had occurred on such date) to (i) the consummation of the Acquisition and the Refinancing, (ii) the Term Loans to be made under this Agreement on the Restatement Effective Date on the Closing Date, and the use of proceeds thereof (iii) the issuance of the Senior Notes and the use of proceeds thereof and (iiiv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has Financial Statements have been prepared in good faith based on the best information available to assumptions set forth therein, which the Borrower as of believed to be reasonable assumptions at the date of delivery thereoftime such Pro Forma Financial Statements were prepared, and presents present fairly in all material respects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at December 31, 2010and for each of the dates and periods set forth above, assuming that the events specified in the preceding sentence had actually occurred at such date. (bi) The audited consolidated balance sheets of the Borrower as at December 31and its Subsidiaries (other than the Target and its Subsidiaries) for each of the 2013, 2010, December 31, 2009 2014 and December 31, 20082015 fiscal years, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the such fiscal years ended on such dates (the “Consolidated Financial Statements”)years, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, PricewaterhouseCoopers LLP present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective such fiscal years then ended. years. (ii) The unaudited consolidated (iii) All such financial statementsstatements delivered pursuant to clauses (b)(i) and (b)(ii) above, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except except, with respect to clause (b)(i), as approved by the aforementioned firm of accountants and disclosed therein, with respect to clause (b)(ii). No Group Member has any , as disclosed therein). (i) The audited consolidated balance sheets of the Target and its Subsidiaries for the 2012, 2013 and 2014 fiscal years, and the related consolidated statements of income, stockholders’ equity and cash flows for such fiscal years, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, in the case of the 2012 fiscal year, and from Ernst & Young LLP, with respect to the 2013 and 2014 fiscal years, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of the Target and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such fiscal years. (ii) The unaudited consolidated balance sheets and related statements of income and cash flows of the Target and its Subsidiaries for each fiscal quarter ended after June 28, 2015 at least ninety (90) days prior to the Closing Date, to the best knowledge of the Borrower, present fairly in all material respects the consolidated financial condition of the Target and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments and the absence of footnotes). (iii) All such financial statements delivered pursuant to clauses (c)(i) and (c)(ii) above, including the related schedules and notes thereto, to the best knowledge of the Borrower, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except, with respect to clause (c)(i), as approved by the aforementioned firm of accountants and disclosed therein and, with respect to clause (c)(ii) as disclosed therein). (c) The most recent financial statements referred to in clause (b)(i) disclose in accordance with GAAP or other applicable accounting standards all material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2010 2023 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each LenderAdministrative Agent, 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 Closing Date and the use of proceeds thereof and each offering by Borrower of Capital Stock subsequent to June 30, 2023, 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 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 Restricted Subsidiaries as at December 31June 30, 20102023, 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, 20102022, December 31, 2009 2021 and December 31, 20082020, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe Independent Accountants, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Borrower as at June 30, 2023, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member Except as provided on Schedule 3.1(b), no Loan Party has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-long term commitments, including 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, as of the date of such financial statements. During the period from December 31June 30, 2010 2023 to and including the date hereof there has been no Disposition by any Group Member Loan Party of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (ab) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries at June 30, 1996 as at December 31, 2010 (including amended by 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 Company's quarterly report on such date) to (i) the Loans to be made on the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection Form 10-Q/A filed with the foregoing. The Pro Forma Balance Sheet has been prepared based Commission on the best information available to the Borrower as of the date of delivery thereofSeptember 27, 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, 1996 and the related consolidated statements of income income, retained earnings (deficit) and of cash flows of the Company and its Subsidiaries for the fiscal years ended on such dates period then ended, a copy of which has been delivered to the Agent, were prepared in accordance with GAAP consistently applied (except to the “Consolidated Financial Statements”extent noted therein), reported on by have been prepared from, and accompanied by an unqualified report from Deloitte & Touche LLPare consistent with, the books and records of the Company and fairly present fairly the consolidated financial condition position of the Borrower Company and the Subsidiaries of the Company as at of such date, date and the consolidated results of its operations and its consolidated cash flows of the Company and its Subsidiaries for the respective fiscal years then endedperiod covered thereby, in each case subject to normal year-end audit adjustments (including footnotes), consistent with past practices. All such financial statementsNeither the Company nor any of its Subsidiaries had at June 30, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has 1996 any material Guarantee Obligationscontingent liabilities, liabilities for Taxes or any long-term leases, unusual forward or long-term commitmentscommitment or unrealized or unanticipated losses from any unfavorable commitment which are not reflected or reserved against in the foregoing statements or in the notes thereto. (c) The pro forma balance sheet of the Company as of August 31, including 1996, a copy of which has heretofore been furnished to the Agent, fairly presents the estimated consolidated opening balance sheet of the Company assuming the Transactions and any interest rate write-downs of assets occurring after August 31, 1996 but before the Closing Date had occurred as of August 31, 1996, and the financial condition of the Company on the Closing Date and on each Additional Closing Date, as the case may be, does not differ in any material respect from the information therein set forth. (d) Upon giving effect to the Transactions: (i) The fair saleable value of the assets of each of the Borrower and the Guarantor, on a stand-alone basis, exceeds the amount that will be required to be paid on or foreign currency swap or exchange transaction or other obligation in respect of derivativesthe existing debts and other liabilities (including contingent liabilities) of such Person as they mature. (ii) The assets of each of the Borrower and the Guarantor, 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 54 -48- 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 Guarantor to, incur debts beyond their ability to pay such debts as they mature (taking into account the timing and amounts of cash to be payable on or in respect of debt of each of such Person). The cash flow together with the proceeds received from the liquidation of assets of the Borrower and the Guarantor, 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 company when such amounts are required to be paid. (iv) The Borrower does not intend, and does not believe, that are not reflected final judgments against the Borrower or the Guarantor in 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 most recent financial statements maximum reasonable amount 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 the Guarantor, 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 paragraphSection 4.6(d)), as of the date of will at all times be sufficient to pay all such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a wholejudgments promptly in accordance with their terms.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 financial statements of the Borrower as at Company and its Subsidiaries dated December 3128, 2010, December 31, 2009 and December 31, 20081996, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal year ended on that date and (ii) the unaudited consolidated financial statements of the Company and its Subsidiaries dated March 29, 1997, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject in the case of the March 29, 1997 statements to ordinary, good faith year end audit adjustments; (B) fairly present the financial condition of the Company and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (C) except as specifically disclosed in Schedule 7.11, show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (i) The audited financial statements of Post dated December 28, 1996, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal year ended on that date and (ii) the unaudited financial statements of Post dated March 29, 1997, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal quarter ended on that date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, subject in the case of the March 29, 1997 statements to ordinary, good faith year end audit adjustments; (B) fairly present the financial condition of Post as of the date thereof and results of operations for the period covered thereby; and (C) except as specifically disclosed in Schedule 7.11, show all material indebtedness and other liabilities, direct or contingent, of Post as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (c) The audited consolidated financial statements of PFS dated December 28, 1994, December 27, 1995, and December 25, 1996, and the related consolidated statements of income or operations, shareholders' equity and cash flows for the fiscal years ended on such dates those dates: (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein; (ii) fairly present the aforementioned firm financial condition of accountants and disclosed therein). 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 statements referred to in this paragraph, PFS as of the date thereof and results of such financial statements. During operations for the period from December 31covered thereby; and (iii) except as specifically disclosed in Schedule 7.11, 2010 to show all material indebtedness and including other liabilities, direct or contingent, of PFS as of the date hereof there has been no Disposition by any Group Member of any thereof, including liabilities for taxes, material part commitments and Contingent Obligations. (d) The pro forma consolidated closing balance sheet of the business Company and its Subsidiaries dated as of March 29, 1997: (i) after giving effect to the PFS Acquisition, the Post Contribution, the repayment of indebtedness described in Section 6.2(g), the financings and equity contributions described in Section 6.2 and any transaction adjustments as provided in the PFS Acquisition Agreement or property related to the PFS Acquisition, fairly presents the financial condition of the Group Members taken Company and its Subsidiaries as a whole.of the date thereof; and (ii) except as specifically disclosed in Schedule 7.11, after giving effect to the PFS Acquisition, to the Post Contribution, the repayment of indebtedness

Financial Condition. (a) The unaudited pro forma consolidated audited balance sheet of the Borrower and its consolidated Subsidiaries Aavid Thermal Technologies, Inc. as at December 31, 2010 (including 1996, 1997, 1998 and the notes thereto) (related audited statements of operations, stockholders equity and cash flows for the “Pro Forma Balance Sheet”)fiscal years ended on such dates, certified as true and complete by a Responsible Officer of the Borrower and reported on by Arthxx Xxxexxxx XXX, 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) are complete and correct in all material respects and present fairly in all material respects the Loans to be made on the Restatement Effective Date and the use financial condition 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 thereofAavid Thermal Technologies, and presents fairly on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries Inc. 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, 2008dates, and the results of its operations and its stockholders' equity and cash flows for each of the fiscal years then ended. The unaudited balance sheet of Aavid Thermal Technologies, Inc. as at July 3, 1999 and the related consolidated unaudited statements of income operations, stockholders' equity and of cash flows for the fiscal years six-month period ended on such dates (the “Consolidated Financial Statements”)date, reported on certified by and accompanied by an unqualified report from Deloitte & Touche LLPa Responsible Officer of Aavid Thermal Technologies, Inc., copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower as Aavid Thermal Technologies, Inc. at such date, and the consolidated results of its operations operations, stockholders equity and its consolidated cash flows for the respective fiscal years six-month period then endedended (subject to normal year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with U.S. GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has 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, therein and except that are not reflected in the most recent unaudited financial statements referred do not have all footnotes required). (b) The audited combined balance sheets of the Target Companies as of December 31, 1997 and 1998 and the related audited combined statements of income and cash flows for each of the years ended December 31, 1996, 1997 and 1998, accompanied by an unqualified report of the Sellers' independent accountants, Ernst & Young, have been prepared in accordance with UK GAAP, are complete and correct in all material respects and present fairly in all material respects and on a consistent basis the financial condition and income and cash flows of the Target Companies on a combined basis as of the dates or for the periods indicated. The unaudited balance sheet and related statements of income and cash flows of the Target Companies on a combined basis for the six-month period ending July 4, 1999, certified as true and complete by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, are complete and correct in this paragraph, all material respects and present fairly in all material respects and on a consistent basis the financial condition and results of operations and cash flows of the Target Companies on a combined basis as of the date of such financial statements. During or for the period from December 31indicated. All such Target Companies financial statements have been prepared in accordance with UK GAAP, 2010 to and including except that the date hereof there has been no Disposition unaudited financial statements do not contain all footnotes required by any Group Member of any material part of the business or property of the Group Members taken as a whole.UK GAAP. Set forth on SCHEDULE 3.1

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet financial statements of Holdings and the Borrower for the fiscal years ended September 30, 2002, 2003 and its consolidated Subsidiaries as at December 312004, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”)reported on by Ernst & Young, LLP, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (present fairly in all material respects the consolidated financial position of Holdings or the Borrower, as if applicable, as at such events had occurred on such date) to (i) the Loans to be made on the Restatement Effective Date dates, and the use consolidated results of proceeds thereof Holdings's or the Borrower's operations, as applicable, and (ii) Holdings's or the payment of fees and expenses in connection with Borrower's cash flows, as applicable, for the foregoingfiscal periods then ended. The Pro Forma Balance Sheet has been prepared based on the best information available to unaudited consolidated financial statements of the Borrower as for the fiscal quarters ending December 31, 2004, March 31, 2005 and June 30, 2005, certified by a Responsible Officer of the date Borrower, copies of delivery thereofwhich have heretofore been furnished to each Lender, and presents present fairly on a pro forma basis in all material respects the estimated consolidated 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its the Borrower's operations and its consolidated the Borrower's cash flows flow for the respective fiscal years calendar quarter and year-to-date periods then ended. All such financial statements, including statements and the related schedules and notes thereto, thereto have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has Neither Holdings nor any of its Subsidiaries had as at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto and which has any reasonable likelihood of resulting in a material cost or loss. (b) The pro forma balance sheet of the Borrower and its Subsidiaries (the "Pro Forma Balance Sheet") and the pro forma condensed consolidated statement of operations of the Borrower and its Subsidiaries (the "Pro Forma Statement of Operations"), certified by a Responsible Officer of Holdings and the Borrower, copies of which have been heretofore furnished to each Lender, are the pro forma unaudited balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2005, and the pro forma unaudited condensed consolidated statement of operations of the Borrower and its consolidated Subsidiaries for the twelve months ended June 30, 2005, adjusted to give effect (as if such events had occurred on June 30, 2005) to (i) the consummation and funding of the Bridge Financing and the contemplated disbursement and use of the proceeds thereof (including without limitation, the payment of all obligations then outstanding under the Existing Credit Agreement as required under Section 6.1(b)(i)), (ii) the payment of fees, expenses and financing costs related to the Transactions, and (iii) the consummation of the other Transactions in this paragraphaccordance with the Loan Documents and the other related documents governing such Transactions. The Pro Forma Balance Sheet and the Pro Forma Statement of Operations, together with the notes thereto, were prepared based on good faith assumptions as of the date of such delivery thereof, and reflect on a pro forma basis the financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part position of the business or property of Borrower and its Subsidiaries as at June 30, 2005 and for the Group Members taken twelve-month period ending June 30, 2005, as a wholeadjusted, as described above, assuming that the events specified in the preceding sentence had actually occurred at June 30, 2005.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies of which Financial Statements have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such dateas of the last day of the fiscal quarter of the Borrower ended March 31, 2023) to (i) the Loans to be made on consummation of the Restatement Effective Date and the use of proceeds thereof and (ii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet has Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents present fairly in all material respects on a pro forma basis Pro Forma Basis the estimated and projected consolidated financial position of the Borrower and its consolidated Subsidiaries as at December of March 31, 20102023, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets Annual Financial Statements of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)Borrower, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, Gxxxx Xxxxxxxx LLP or another nationally recognized accounting firm, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such datedate (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 covenants set forth in Section 7.1) or (y) the impending maturity of any material Indebtedness), and the consolidated results of its operations and consolidated cash flows for the respective fiscal year then ended. The Interim Financial Statements present fairly in all material 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 respective fiscal years periods then endedended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, 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). No None of any Group Member has had, as of the Restatement Date, 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 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, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Edgen Xxxxxx XX L.P. and its consolidated Subsidiaries and the Target as at December 31, 2010 (including the notes thereto) 2006 (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 on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 the Borrower Edgen Xxxxxx XX L.P. and its consolidated Subsidiaries and the Target as at December 31, 20102006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Edgen/Xxxxxx X.X. and its consolidated Subsidiaries as at December 31, 2010, December 31, 2009 and December 31, 20082006, and the related consolidated statements of income operations and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPDeloitte, present fairly in all material respects the consolidated financial condition of the Borrower Edgen/Xxxxxx X.X. as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited combined balance sheets of the Target and its consolidated subsidiaries as at December 31, 2006, and the related combined statements of operations and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from Gocial Gerstein, LLC, present fairly in all material respects the combined financial condition of Target as at such date, and the combined results of its operations and its combined 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 or other applicable accounting standards applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any ) and disclose in accordance with GAAP or other applicable accounting standards all material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including 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, as . (c) The unaudited consolidated balance sheet of the date of such financial statements. During the period from December US Borrower as at March 31, 2010 to 2007, and including the date hereof there has been no Disposition by any Group Member related unaudited consolidated statements of any operations and cash flows for the three-month period ended on such date, present fairly in all material part respects the consolidated financial condition of the business or property US Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the Group Members taken three-month period then ended (subject to the absence of notes and normal year-end audit adjustments). The unaudited consolidated balance sheet of PAL as a wholeat March 31, 2007, and the related unaudited consolidated statements of operations and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of PAL 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 the absence of notes and normal year-end audit adjustments).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, or any unusual forward or long-term long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010 2004 (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 Restatement Effective 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 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 Holdings and its consolidated Subsidiaries as at December 31, 20102004, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Holdings as at December 31, 2010, December 31, 2009 2004 and December 31, 20082003, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”including any related schedules and notes thereto), reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings 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 any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2004 to and including the date hereof there has been no Disposition by Holdings or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet financial statements of the Borrower as of January 31, 2015 and the consolidated financial statements of the Parent as of January 31, 2015, copies of which have been furnished to the Bank, fairly present the financial condition of the Borrower and its consolidated Subsidiaries and the Parent, respectively, as at December 31the date of the financial statements, 2010 and fairly present the results of the operations of the Borrower and its Subsidiaries and the Parent for the period covered thereby. (including b) Neither the notes thereto) (Borrower, nor any of the “Pro Forma Balance Sheet”), copies of which have heretofore been furnished to each LenderRestricted Subsidiaries, 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 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 any direct or contingent liabilities, liabilities for taxes, long-term leases, or unusual forward or long-term commitments as of the date of delivery thereofthis Agreement which, either individually or in the aggregate, are or are reasonably likely to be material to the Borrower and presents fairly the Restricted Subsidiaries, which are not disclosed by provided for, or reserved against in the foregoing financial statements or referred to in notes thereto, other than liabilities incurred since January 31, 2015 in the ordinary course of business which in the aggregate have no material adverse effect on the Borrower and the Restricted Subsidiaries, taken as a pro forma basis whole, or on the estimated financial position conduct of the business of the Borrower and its consolidated Subsidiaries the Restricted Subsidiaries, taken as at December 31, 2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) a whole. The audited consolidated balance sheets Borrower does not know of any basis for any material unrealized or anticipated losses of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and Borrower. The financial statements furnished to the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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, Bank have been prepared in accordance with GAAP applied consistently maintained throughout the periods involved (except as approved by period involved. There has been no material adverse change in the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligationsbusiness, earnings, prospects, properties, or any unusual forward condition, financial or long-term commitmentsotherwise, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesthe Borrower and the Restricted Subsidiaries, that are not reflected in the most recent financial statements referred to in this paragraphtaken as a whole, as of since the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. Borrower has heretofore delivered, or caused to be delivered, to Lenders, at Lenders’ request, the following financial statements and information: (ai) The unaudited pro forma the audited consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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, 2002 and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the Fiscal Years then ended, and (ii) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as at September 30, 2003 and the related unaudited consolidated statements of income and of cash flows of Holdings and its Subsidiaries for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 nine months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, including to the related schedules absence of footnotes and notes theretoto changes resulting from audit and normal year-end adjustments. Borrower and Holdings do not (and will not following the funding of the initial Loans) have any Contingent Obligation, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligationscontingent liability or liability for taxes, long-term lease 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, commitment that are is not reflected in the most recent foregoing financial statements referred or the notes thereto or which has not otherwise been disclosed to Administrative Agent and approved by Administrative Agent, such approval not to be unreasonably withheld, and which in this paragraphany such case (but excluding, as in all events, any and all such Contingent Obligations and other liabilities between and among Borrower, Holdings and the Subsidiary Guarantors) is material in relation to the business, operations, properties, assets, financial condition or prospects of the date Holdings or any of such financial statements. During the period from December 31its Subsidiaries, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (ai) The unaudited pro forma consolidated balance sheet of the Borrower Guarantor and its consolidated Subsidiaries as at December 31, 2010 (including 2007 and the notes thereto) (related consolidated statements of income for the “Pro Forma Balance Sheet”)fiscal year ended on such date, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to each Lenderthe Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) are complete and correct, in all material respects, and present fairly the Loans to be made on the Restatement 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 available to the Borrower as financial condition of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Guarantor 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). No Group Member has . (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 Obligationsguarantee obligation, contingent liability (as defined in accordance with GAAP), or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, as except for guarantees, indemnities or similar obligations of the date Guarantor or a consolidated Subsidiary supporting obligations of such financial statements. one Subsidiary to another Subsidiary. (iii) During the period from December 31, 2010 2007 to and including the date hereof there hereof, except as disclosed in Schedule VI attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by any Group Member sold, transferred or otherwise disposed of any material part of the its business or property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Group Members taken as a wholeGuarantor and its consolidated Subsidiaries at December 31, 2007.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Parent and its consolidated Subsidiaries as at December 31, 2010 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 consummation of the Transaction, (ii) the Loans to be made on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 Parent 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 Parent and its consolidated Subsidiaries as at December 31, 20102002, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2010, December 31, 2009 2001 and December 31, 20082002, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, 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). No Group Member has The Parent, Holdings, the Borrower and its Restricted Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 2002 to and including the date hereof there has been no Disposition by the Borrower or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Company and its Subsidiaries dated February 27, 1997 and the related consolidated Subsidiaries as at December 31, 2010 (including statements of operations and cash flows for 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 interim periods then ended: (i) were prepared in accordance with GAAP consistently applied throughout the Loans period covered thereby, except as otherwise expressly noted therein, subject to be made on the Restatement Effective Date and the use of proceeds thereof and ordinary, good faith year end adjustments, (ii) present fairly in all material respects the payment consolidated financial condition of fees the Company and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower its Subsidiaries as of the date thereof and results of delivery operations for the period covered thereby, and (iii) include or disclose all material indebtedness and other liabilities, direct or contingent, of the Company and its Subsidiaries on a consolidated basis as of the date thereof, including liabilities for taxes, material commitments 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 datematerial Contingent Obligations. (b) The audited consolidated balance sheets unaudited Semiconductor Operations Supplemental Schedules dated February 27, 1997 for the interim periods then ended: (i) include amounts based on estimates of annual amounts and are subject to changes in estimates and ordinary year-end adjustments, (ii) present fairly, in all material respects, the net assets and operations and cash flows of the Borrower as at December 31Company and its Semiconductor Operations Subsidiaries (on a combined basis) for the periods covered thereby, 2010, December 31, 2009 on the basis specified and December 31, 2008described in the notes to such schedules, and (iii) were prepared on a basis consistent with the related basic consolidated financial statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations Company and its consolidated cash flows for Subsidiaries except as disclosed in the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto. (c) Since February 27, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations1997, 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any Material Adverse Effect other than the material part of adverse changes, if any, as may have been disclosed in the business or property of written projections dated February 17, 1997 delivered to the Group Members taken as a wholeBanks prior to the date hereof.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31June 26, 2010 1998 (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 Acquisition, (ii) the Loans to be made on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 31June 30, 20101998, 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 31March 29, 20101995, December 31March 28, 2009 1997 and December 31March 27, 2008, 1998 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG Peat Marwick LLP, present fairly the consolidated financial condition of the Borrower Borrower, as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited consolidated balance sheets of Radian as at December 31, 1996 and December 31, 1997 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche, present fairly the consolidated financial condition of Radian, 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 sheets of each of the Borrower and Radian as at June 26, 1998 and June 30, 1998, respectively, and the related unaudited consolidated statements of income and cash flows for the quarterly and semi- annual period, respectively, ended on such dates, present fairly the consolidated financial condition of the Borrower and Radian, respectively, as at such date, and the consolidated results of their operations and their consolidated cash flows for the semi-annual periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm firms of accountants and disclosed therein). No Group Member has The Borrower, Radian and their Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31June 26, 2010 1998 (or June 30, 1998, in the case of Radian and its Subsidiaries), to and including the date hereof there has been no Disposition by any Group Member the Borrower or Radian of any material part of the its business or property of the Group Members taken as a wholeproperty.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets and income statements of the Borrower and its consolidated Subsidiaries as at Consolidated Parties for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011 (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 Restatement Effective Date and the use of proceeds thereof and have been audited by KPMG LLP, (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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 consistently applied consistently throughout the periods involved (covered thereby, except as approved by otherwise expressly noted therein and (iii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). 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 statements referred footnotes to in this paragraph, as of the date of such financial statements) in all material respects 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 quarterly period ended after December 31, 2011 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects 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 from December 31, 2010 2011 to and including the date hereof Closing Date, there has been no Disposition sale, transfer or other disposition by any Group Member Consolidated Party of any material part of the business or property of the Group Members Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Parent and its consolidated Consolidated Subsidiaries as at of December 31, 2010 (including 2015, the notes thereto) (related consolidated statement of income, partners’ equity and cash flow of the “Pro Forma Balance Sheet”)Parent and its Consolidated Subsidiaries for the fiscal year ended on said date, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) were prepared in accordance with GAAP consistently applied throughout the Loans to be made on the Restatement Effective Date and the use of proceeds thereof and period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the payment financial condition of fees the Parent and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower its Consolidated Subsidiaries as of the date thereof and their results of delivery operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Parent and its Consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments 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 dateIndebtedness. (b) The audited unaudited consolidated balance sheets of the Borrower as at December Parent and its Consolidated Subsidiaries dated March 31, 2010, December 31, 2009 and December 31, 2008, 2016 and the related consolidated statements of income or operations, partners’ equity and of cash flows flow for the fiscal years quarter ended on such dates that date (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 i) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and (ii) fairly present the aforementioned firm financial condition of accountants the Parent and disclosed therein). 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 statements referred to in this paragraph, its Consolidated Subsidiaries as of the date thereof and their results of such financial statements. During operations for the period from December 31covered thereby, 2010 subject to the absence of footnotes and including to normal year-end audit adjustment. (c) Since the date hereof Petition Date, (i) there has been no Disposition by any Group Member of any material part event, development or circumstance that has had or could reasonably be expected to have a Material Adverse Effect, and (ii) subject to the entry of the DIP Order, the business or property of Parent and the Group Members taken as a wholeother Loan Parties have been conducted only in the ordinary course consistent with past business practices.

Financial Condition. (a) The audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b) (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 as otherwise expressly noted therein. (a) The unaudited consolidated balance sheet of the 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 extent provided in the notes to such financial statements, subject to year-end audit adjustments. (b) The unaudited pro forma consolidated balance sheet of the Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2010 2018 (including the any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to each Lenderthe Administrative Agent, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on consummation of the Restatement Effective Date Transactions and the use of proceeds thereof other transactions and (ii) the payment of fees and expenses events described in connection with the foregoingSection 7.1(m). The Pro Forma Balance Sheet has been prepared in good faith based on upon assumptions believed by the best information available Company to the Borrower be reasonable as of the date of delivery thereofthereof 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 basis, the estimated financial position of the Borrower Company and its consolidated Subsidiaries as at December 31, 2010the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 (except as approved by the aforementioned firm of accountants and disclosed therein). 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower Holdings and its consolidated Subsidiaries as at December of October 31, 2010 1999 (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 Transactions, (ii) the Loans to be made hereunder on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 Holdings and the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Holdings and its consolidated Subsidiaries as at December October 31, 20101999, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower IFCO Companies and its consolidated Subsidiaries as at December 31, 20101997, December 31, 2009 and December 31, 20081998, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPwC Deutsche Revision AG, present fairly the consolidated financial condition of the Borrower IFCO Companies as at such datedates, 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 IFCO Companies as at October 31, 1999, and the related unaudited consolidated statements of income and cash flows for the 10-month period ended on such date, present fairly the consolidated financial condition of the IFCO Companies as at such date, and the consolidated results of its operations and its consolidated cash flows for the 10-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has The IFCO Companies do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 1998 to and including the date hereof there has been no Disposition by any Group Member the IFCO Companies of any material part of the their business or property property. (c) The audited consolidated balance sheets of Old PalEx and its consolidated Subsidiaries as at December 28, 1997, December 27, 1998, and September 26, 1999 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Xxxxxx Xxxxxxxx LLP, present fairly the consolidated financial condition of Old PalEx and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Group Members taken Old PalEx and its Subsidiaries as a wholeat October 24, 1999, and the related unaudited consolidated statements of income and cash flows for the 10-month fiscal period ended on such date, present fairly the consolidated financial condition of Old PalEx and its Subsidiaries as at such date, and the consolidated results of its operations and their consolidated cash flows for the 10-month fiscal 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). Old PalEx and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 26, 1999 to and including the date hereof there has been no Disposition by Old PalEx and its consolidated Subsidiaries of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”), copies a copy of which have has heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the payment of the Closing Date Dividends, (ii) the Loans to be made on the Restatement Effective Closing Date and the use of proceeds thereof thereof, (iii) the Refinancing and (iiiv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared in good faith 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, 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, 20102008, December 31, 2009 and December 31, 20082010, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (unless otherwise noted therein) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, 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 statements referred to in this paragraph, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The unaudited pro forma condensed consolidated balance sheet of the Borrower Packard and its consolidated Subsidiaries as at December 31September 30, 2010 1996 (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 Recapitalization, (ii) the Loans to be made and the Subordinated Notes to be issued on the Restatement Effective Closing Date and the use of proceeds thereof and (iiiii) 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 Packard as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated condensed consolidated financial position of the Borrower Packard and its consolidated Subsidiaries as at December 31September 30, 2010, 1996 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower Packard as at December 31, 20101993, December 31, 2009 1994 and December 31, 20081995, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxxx Xxxxxxxx LLP, present fairly the consolidated financial condition of the Borrower Packard 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 relevant firm of accountants and disclosed therein). No Group Member has Packard does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements statements, including the related notes thereto, referred to in this paragraph, as of the date of such financial statementsparagraph (b). During the period from December 31, 2010 1995 to and including the date hereof there has been no Disposition by Packard or any Group Member of its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (including of the notes thereto) Closing Date (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 consummation of the Restatement Effective Date and the use of proceeds thereof 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 the Borrower and its consolidated Subsidiaries as at December 31, 2010of the Closing Date, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) [Reserved.] (c) The audited consolidated balance sheets Financial Statements of the Borrower and its consolidated Subsidiaries as at December 31January 2, 20102011, December 31January 3, 2009 2012 and December 31January 1, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), 2013 reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statementsFinancial Statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by indicated in the aforementioned firm of accountants and disclosed thereinaccountant’s report). No Group Member . (d) Except as set forth on Schedule 4.01(d), no Loan Party or Restricted Subsidiary has any material Guarantee 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 of have been incurred since the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. The Borrower has furnished to each Lender: (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at of December 31, 2010 (including the notes thereto) (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 Loans to be made on the Restatement Effective Date and the use related consolidated statements of proceeds thereof operations and (ii) members’ capital or deficiency for the payment fiscal year ended on said date, said financial statements having been certified by a Registered Public Accounting Firm of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available nationally recognized standing reasonably acceptable to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position Required Lenders; and (b) The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December of March 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, 20082011, and the related consolidated statements of income and of cash flows operations for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 Quarter then ended. All such financial statementsstatements referred to above (i) are complete and correct in all material respects (subject, including in the related schedules case of the unaudited financial statements referred to above, to year-end and notes theretoaudit adjustments), have been (ii) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by otherwise expressly noted therein, and (iii) fairly present the aforementioned firm financial condition of accountants the respective entity or groups of entities which is or are the subject of such financial statements (as stated above), on a consolidated basis, as of the respective dates of the balance sheets included in such financial statements and disclosed therein)the results of operations of such entity or groups of entities for the respective periods ended on said dates. No Group Member has None of the Borrower and its Restricted Subsidiaries had on any of said dates any material Guarantee Obligationscontingent liabilities, or any liabilities for Taxes, unusual forward or long-term commitmentscommitments or unrealized or anticipated losses from any unfavorable commitments or operations which are substantial in amount, including any interest rate except as referred to or foreign currency swap reflected or exchange transaction provided for in said financial statements of the Borrower and its consolidated Subsidiaries as of said respective dates or other obligation as disclosed to the Lenders in respect of derivativeswriting prior to the Closing Date. Except as disclosed to the Lenders in writing prior to the Closing Date, that are not reflected since December 31, 2010, there has been no material adverse change in the most recent financial statements referred to in this paragraph, condition (from that shown by the respective balance sheet as of the date of such financial statements. During the period from December 31, 2010 to and including included in said financial statements) or the date hereof there has been no Disposition by any Group Member of any material part businesses or operations of the business or property of Borrower and the Group Members Restricted Subsidiaries taken as a wholewhole on a pro forma combined basis (after giving effect to the Indebtedness contemplated to be incurred on the Closing Date and the use of proceeds thereof).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2010 2006 (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 Southwest and Pro Disposal Acquisitions, (ii) the making of the Tranche D Term Loans to be made on the Restatement Effective Date and the use of proceeds thereof and (iiiii) 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 31September 30, 20102006, assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December 31, 20102003, December 31, 2009 2004 and December 31, 20082005, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”)dates, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO Sxxxxxx LLP, present fairly the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statementsstatements of the Borrower and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). No Group Member As of the Restatement Effective Date, 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 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, as of the date of such financial statements. During the period from December 31, 2010 2005, to and including the date hereof Restatement Effective Date there has been no Disposition by any Group Member Loan Party or its Subsidiaries of any material part of the its business or property of the Group Members taken as a wholeProperty.

Financial Condition. (a) The unaudited pro forma consolidated Consolidated balance sheet of the Borrower Y&R Inc. (New York) and its consolidated Consolidated Subsidiaries as at December 31, 2010 1995 and the related Consolidated statements of income and of cash flows for the fiscal year ended on such date, reported on by Price Waterhouse LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated financial condition of Y&R Inc. (including New York) and its Consolidated Subsidiaries as at such date, and the notes theretoConsolidated results of their operations and their Consolidated cash flows for the fiscal year then ended. The unaudited Consolidated balance sheet of Y&R Inc. (New York) and its Consolidated Subsidiaries as at June 30, 1996 and the related unaudited Consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer of Y&R Inc. (the “Pro Forma Balance Sheet”New York), 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 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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the consolidated Consolidated financial condition of the Borrower Y&R Inc. (New York) and its Consolidated Subsidiaries as at such date, and the consolidated Consolidated results of its their operations and its consolidated their Consolidated cash flows for the respective fiscal years six-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or a Responsible Officer of Y&R Inc. (New York), as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has Neither Y&R Inc. (New York) nor any of its Consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. Except as set forth on Schedule 6.1, as of the date of such financial statements. During during the period from December 31, 2010 1995 to and including the date hereof there has been no Disposition sale, transfer or other disposition by Y&R Inc. (New York) or any Group Member of its Consolidated Subsidiaries of any material part of the its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the Group Members Consolidated financial condition of Y&R Inc. (New York) and its Consolidated Subsidiaries, taken as a whole, at December 31, 1995. (b) The unaudited pro forma Consolidated balance sheet of the Company and its 58 52 Consolidated Subsidiaries as at June 30, 1996 and the unaudited pro forma Consolidated statements of income of the Company and its Subsidiaries for the fiscal year ended December 31, 1995 and the six-month period ended June 30, 1996, certified by a Responsible Officer of the Company, copies of which have been heretofore furnished to each Lender, adjusted to give effect to (as if such events had occurred on such date) (i) the Recapitalization, (ii) the Refinancing, (iii) the extensions of credit to the Borrowers hereunder on the Closing Date and on the Second Drawdown Date, and (iv) the fees, expenses and financing costs related to the foregoing, together with the notes thereto, were prepared based on good faith assumptions and on the best information available to the Company as of the date of delivery thereof and fairly present on a pro forma basis the Consolidated financial position of the Company and its Consolidated Subsidiaries as at June 30, 1996 and the Consolidated results of their operations for the periods specified above, in each case as adjusted, as described above, assuming such events had occurred at June 30, 1996 or at the beginning of such period, as the case may be.

Financial Condition. (a) The unaudited pro forma Company has delivered to Each Bank Party copies of the consolidated balance sheet of the Borrower Company and its consolidated Consolidated Subsidiaries as at of December 31, 2010 (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 Restatement 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 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, 20081997, and the related consolidated statements of income operations, shareholders' equity and of cash flows of the Company and its Consolidated Subsidiaries for the fiscal years year ended on said date, with reports thereon by Price Waterhouse, independent public accountants, and the consolidated balance sheet of the Company and its Consolidated Subsidiaries as of March 31, 1998, and the related consolidated statements of operations, shareholders' equity and cash flows of the Company and its Consolidated Subsidiaries for the fiscal quarter ended on such dates (date. Such financial statements are called the “Consolidated "Financial Statements”)". The Financial Statements (including in each case, reported on by without limitation, the related schedules and accompanied by an unqualified report from Deloitte & Touche LLP, notes) are complete and correct and fairly present fairly the consolidated financial condition position of the Borrower Company and its Consolidated Subsidiaries as at such date, of the respective dates of said balance sheets and the consolidated results of its their operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statementsperiods covered by said statements of operations, including the related schedules shareholders' equity and notes theretocash flows, and have been prepared in accordance with GAAP consistently applied consistently by the Company and its Consolidated Subsidiaries throughout the periods involved (except involved. Except as approved by set forth in Schedule 7.02 hereto, neither the aforementioned firm Company nor any of accountants and disclosed therein). No Group Member has its Subsidiaries had on December 31, 1997 any material Guarantee Obligationscontingent liabilities, or any liabilities for taxes, unusual forward or long-term commitments, including commitments or unrealized or anticipated losses from any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are unfavorable commitments not reflected in the most recent financial statements referred to or reflected or provided for in this paragraph, said balance sheet as of the date of such financial statementsat said date. During the period from Since December 31, 2010 to and including the date hereof 1997, there has been no Disposition by any Group Member of any material part of adverse change in the consolidated financial condition, operations, business or property of the Group Members prospects taken as a wholewhole of the Company and its Consolidated Subsidiaries. Except as set forth in Schedule 7.02 hereto, the Partnerships do not have any material assets except as reflected in the Initial Reserve Reports heretofore delivered to each Bank Party, or liabilities.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2010 (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 Restatement 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 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, 1999 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such dates (the “Consolidated Financial Statements”)date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidating balance sheet of the Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at September 30, 2000, the related unaudited consolidating statement of operations and retained earnings for the portion of the fiscal year ended on September 30, 2000 and the press release of the Company with respect to its earnings for fiscal year ended December 31, 2000 (dated February 13, 2001), certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank or will be furnished to each Bank that has not already received such copies, present fairly the consolidating financial condition of the Company and its consolidated Subsidiaries by legal entity (with respect to Subsidiaries organized under the laws of the United States and Canada) and by principal operating group (with respect to other Subsidiaries) as at such date, and the consolidating results of their operations 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). No Group Member has Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee ObligationsObligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitmentscommitment, including including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements or referred to in this paragraph, as of the date of such financial statementsnotes thereto. During the period from December 31September 30, 2010 2000 to and including the date hereof there has been no Disposition sale, transfer or other disposition by the Company or any Group Member of its consolidated Subsidiaries of any material part of the its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Company and its consolidated Subsidiaries at September 30, 2000 (except for the acquisitions by the Company of the Wyle Group Members taken of Companies and of Mid Range Open Computing Alliance (formerly named Merisel Open Computing Alliance, Inc.) and as a wholeotherwise disclosed in writing to the Banks prior to the Closing Date).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 of the Loans to be made on the Restatement Effective Date Company and its Subsidiaries dated December 27,1997 and the use related consolidated statements of proceeds thereof income or operations, shareholders' equity and cash flows for the fiscal year ended on that date 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 unaudited consolidated financial statements of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of the Borrower Company 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, 2008dated March 28,1998, and the related consolidated statements of income or operations, shareholders' equity and of cash flows for the fiscal years quarter ended on such dates that date: (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 A) were prepared in accordance with GAAP consistently applied consistently throughout the periods involved (period covered thereby, except as approved by the aforementioned firm of accountants and disclosed otherwise expressly noted therein). 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 subject in the most recent case of the March 28, 1998 statements to ordinary, good faith year end audit adjustments; (B) fairly present the financial statements referred to in this paragraph, condition of the Company and its Subsidiaries as of the date thereof and results of such financial statements. During operations for the period from December 31covered thereby; and (C) except as specifically disclosed in Schedule 7.11, 2010 to show all material indebtedness and including other liabilities, direct or contingent, of the Company and its consolidated Subsidiaries as of the date hereof there has been no Disposition by any Group Member thereof, including liabilities for taxes, material commitments and Contingent Obligations. (i) The audited financial statements of any material part ProSource dated December 27,1997 and the related consolidated statements of income or operations, shareholders' equity and cash flows for the business fiscal year ended on that date and (ii) the unaudited financial statements of ProSource dated March 28, 1998, and the related consolidated statements of income or property of operations, shareholders' equity and cash flows for the Group Members taken fiscal quarter ended on that date: (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as a whole.otherwise expressly noted therein,

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2010 financial statements (including the notes thereto) (as of the “Pro Forma Balance Sheet”)Fiscal Year ended October 31, 2004 and the Fiscal Quarter ended April 30, 2005, of the Borrower and its Subsidiaries, copies of which have heretofore been furnished to each LenderAdministrative Agent and Lenders, has been prepared giving effect (as if such events had occurred on such date) to (i) are correct, complete in all material respects, and fairly present, in all material respects, the Loans to be made on the Restatement Effective Date and the use financial condition 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 and its Subsidiaries as of the date of delivery thereof, the financial statements and presents fairly on a pro forma basis present the estimated financial position results of the operations of the Borrower and its consolidated Subsidiaries Subsidiaries, taken as at December 31a whole, 2010for the period covered thereby in conformity with GAAP applied on a Consistent Basis, assuming that the events specified in the preceding sentence had actually occurred at such datesubject to non-material changes resulting from normal, recurring year-end adjustments. (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 financial statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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, described above have been prepared in accordance with GAAP applied consistently on a Consistent Basis maintained throughout the periods involved period involved. (except c) Since October 31, 2004, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. (d) The Borrower and its Subsidiaries, when taken as approved by the aforementioned firm of accountants and disclosed therein). No Group Member has a whole, do not have any material Guarantee Obligationsdirect or contingent liabilities, liabilities for taxes, long-term leases, 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 statements referred to in this paragraph, commitments as of the date of such this Agreement which are not disclosed by, provided for, or reserved against in the foregoing financial statements. During the period from December 31statements or referred to in notes thereto, 2010 to and including at the date hereof of this Agreement there has been are no Disposition by any Group Member of any material part unrealized or anticipated losses of the business or property of the Group Members Borrower and its Subsidiaries, when taken as a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Borrower has heretofore delivered to the Borrower and its consolidated Subsidiaries as at December 31, 2010 (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 Administrative Agent (i) the Loans to be made on the Restatement 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 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 sheet of the Borrower as at December 31, 2010, December 31, 2009 and December 31, 20082006, and the related consolidated statements of income income, stockholders’ equity and of cash flows of the Borrower for the fiscal years ended on such dates Fiscal Year then ended, and (ii) the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the unaudited consolidated financial condition balance sheet of the Borrower as at such dateJanuary 31, 2007 and the related unaudited consolidated results statements of its operations income, stockholders’ equity and its consolidated cash flows of the Borrower for the respective fiscal years one month then ended. All such financial statements, including the related schedules and notes thereto, have been statements were prepared in accordance with GAAP applied consistently throughout the periods involved (except that any unaudited financial statements are subject to normal year-end adjustments and may not be accompanied by footnotes) and fairly present, in all material respects, the consolidated financial position of such Persons as approved by at the aforementioned firm date thereof and the consolidated results of accountants operations and disclosed therein). No Group Member cash flows of such Person for the respective periods then ended. (b) After giving effect to the Loans made on the Closing Date 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 Guarantee Obligationsliability, including reasonably likely contingent liability or liability for taxes, long-term lease or any unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation commitment of a type required to be reflected in respect of derivativesfinancial statements prepared in conformity with GAAP, that are is not reflected in the most recent projections and pro forma financial statements referred information delivered pursuant to clause (j) of Article III. After giving effect to the Loans to be made on the Closing Date and the payment of all transaction costs in this paragraphconnection with the foregoing, as of the date of such financial statements. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of the business or property of the Group Members Obligors taken as a wholewhole are Solvent. (c) The Borrower maintains disclosure controls and 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 Obligors is reported internally, and (ii) caused such internal controls over financial reporting to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Financial Condition. (a) The unaudited pro forma audited consolidated balance sheet of the Borrower Consolidated Parties as of June 30, 1997 and its the audited consolidated Subsidiaries as at December 31statements of earnings and statements of cash flows for the year ended June 30, 2010 1996 have heretofore been furnished to the Agent. Such audited financial statements (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 Restatement Effective Date and the use of proceeds thereof and have been audited by Xxxxxx Xxxxxxxx, (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 statements of income and of cash flows for the fiscal years ended on such dates (the “Consolidated Financial Statements”), reported on by and accompanied by an unqualified report from Deloitte & Touche 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 consistently, applied consistently throughout the periods involved covered thereby and (iii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such period. 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 June 30, 1997 and prior to the Amendment No. 4 Effective Date have heretofore been furnished to the Agent. Such unaudited interim financial statements for each such quarterly period, (i) have been prepared by independent certified public accountants in accordance with GAAP consistently applied throughout the periods covered thereby, subject to audit, normal year-end adjustments and the absence of notes and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. (b) The pro forma consolidated balance sheet, statement of earnings and statement of cash flow of the Consolidated Parties for the two most recent fiscal years preceding the Closing Date prepared by Xxxxxx Xxxxxxxx in accordance with GAAP consistently applied throughout the periods covered thereby, have heretofore been furnished to the Agent. Such pro forma balance sheet is based upon reasonable assumptions and upon information not known to be incorrect or misleading in any material respect. (c) Except as otherwise disclosed in Schedule 6.1(c), the financial statements delivered to the Lenders pursuant to Section 7.1(a) and (b), (i) have been prepared in accordance with GAAP (except as approved by may otherwise be permitted under Section 7.1(a) and (b)) and (ii) present fairly (on the aforementioned firm of accountants and basis disclosed therein). 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 statements referred footnotes to in this paragraph, as of the date of such financial statements. During ) the period from December 31consolidated financial condition, 2010 to results of operations and including the date hereof there has been no Disposition by any Group Member of any material part cash flows of the business or property Consolidated Parties as of the Group Members taken as a wholesuch date and for such periods.