Common use of Financial Condition Clause in Contracts

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052008 and December 31, 2009 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated Consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated Consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and Consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal years then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee ObligationsGuarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. (a) The audited consolidated unaudited balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated unaudited combined statements of income and comprehensive income and statement of cash flows related to the Company for the Fiscal Year fiscal quarter ended on such dateJune 28, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 2014 present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such applicable date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period respective fiscal quarters 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. (orb) The audited balance sheets for the fiscal years ended December 31, 2013 and December 31, 2012 and related combined statements of income and comprehensive income and statements of cash flows related to the Company for the fiscal years ended December 31, 2013, December 31, 2012 and December 31, 2011, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from PricewaterhouseCoopers LLP, present fairly in all material respects the event consolidated financial condition of the June 30Company and its consolidated Subsidiaries as at such applicable date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6-month period) respective fiscal years then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended Closing Date after giving effect to the Transactions and Restated Effective Dateexcluding obligations under the Loan Documents and the Term Loan Documents, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are required in conformity with GAAP to be disclosed therein and which are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31January 2, 20052016 and January 3, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such Fiscal Year. financial statements, including the related schedules, 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 unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31for the fiscal quarter ended October 1, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes theretoschedules, have been prepared in accordance with GAAP applied consistently throughout the periods involved involved. (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). c) As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are made outside the ordinary course of business that are not reflected in the most recent financial statements referred to in this paragraphclauses (a) and (b) above. During the period from January 2, 2016 to and including the Effective Date, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members, taken as a whole.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 20052018, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Amendment and Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended Amendment and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2018 to and including the Amendment and Restatement Effective Date 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 (other than in the ordinary course of business).

Financial Condition. (a) [INTENTIONALLY OMITTED]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for such month and the 3-month period (or, in portion of the event fiscal year through the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on end of such datemonth, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such month and the 3-portion of the fiscal year through the end of such month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 1, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2010, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year-year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than the Specified Hedge Agreements with KeyBank National Association described in the definition of “Specified Hedge Agreement” and any other Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2013, June 30, 20062013 and September 30, and 2013, the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available2013 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, the 6-month period) ended on such date2013, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, referred in the notes thereto or described under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 12, 2013 (for the period ended September 30, 2013) or listed on Schedule 3.1 hereto.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052007, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The audited statements of income of the Borrower for the fiscal years ended on December 31, 2005, December 31, 2006 and December 31, 2007 present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such Fiscal Yeardate, and the results of its operations (on a consolidated basis) for the respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062008, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except GAAP. Except with respect to interim financialsany Obligations and the obligations to acquire Target, normal year-end audit adjustments). As no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries dated as at of December 31, 2005, 2012 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, fairly present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the their consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods period involved (except as approved by the aforementioned firm of accountants and disclosed therein therein). (b) The unaudited consolidated balance sheet of Parent and except with respect its consolidated Subsidiaries dated as of March 31, 2013, and the related consolidated statements of operations and cash flows for the fiscal quarter ended on that date fairly present in all material respects the financial condition of Parent and its consolidated Subsidiaries as of the date thereof and their consolidated results of operations and consolidated cash flows for the period covered thereby, subject to interim financials, the absence of footnotes and to normal year-end audit adjustments). As of Such financial statements, including the Amended related schedules and Restated Effective Datenotes thereto, have been prepared in accordance with GAAP applied consistently throughout the Borrower period involved as set forth therein. (c) Such financial statements described in (a) and its Subsidiaries do not have any (b) above reflect all material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in accordance with GAAP consistently applied throughout the most recent financial statements referred to in this paragraphperiod covered thereby.

Financial Condition. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at December 31, 20052006 and December 31, 2005 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at of such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries and Securitization Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Parent and its Subsidiaries and Securitization Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2006 to and including the date hereof there has been no Disposition by the Parent of any material part of its business or Property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Projected Pro Forma Financial Statements have been prepared giving effect (as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended if such events had occurred on such date, reported ) to (i) the Loans to be made on by the Closing Date and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition use of the Borrower and its consolidated Subsidiaries as at such dateproceeds thereof, and (ii) the consolidated results payment of its operations fees and its consolidated cash flows for such Fiscal Yearexpenses in connection with the foregoing. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsProjected Pro Forma Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect for the absence of footnotes and subject to interim financials, normal year-end adjustments for unaudited financial statements). The projections and pro forma financial information contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ from the projected results set forth therein by a material amount. (b) The audited consolidated balance sheet of the Group Members as of June 30, 2020 presents fairly in all material respects the consolidated financial condition of the Group Members as at such date. The unaudited consolidated balance sheet of the Group Members as of September 30, 2020 and December 31, 2020, and the related unaudited consolidated statements of income and cash flows for the three and six month periods ended on such dates, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of their operations and its consolidated cash flows for the three and six month periods then ended (subject to normal year‑end audit adjustments). As No Group Member has, as of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property and not disclosed in the financial statements referred to in this paragraph.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 3128, 20052020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Restricted 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 Restricted Subsidiaries as at April 3, 2023, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). adjustments and are lacking footnote disclosures. (c) [Reserved]. (d) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. Except as reflected in filings made by the Borrower with the SEC since January 2, 2023, during the period from January 2, 2023 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052000, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2000, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2001 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (orthree months ended March 31, in the event the June 302001, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe March 31, normal 2001 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 2001 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at March 31, 2001.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001 and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries (other than the Excluded Entities) do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph or that have not otherwise been disclosed to the Collateral Agent in writing. During the period from January 1, 2002 to and including the Document Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December of January 31, 20052017, January 31, 2018 and January 31, 2019 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March January 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062020, and the related unaudited consolidated statements of income and cash flows for the 3-twelve month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-trailing twelve month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as disclosed on Schedule 4.1(b) to the Disclosure Letter, no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 31, 2020 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 3128, 20052020, January 3, 2022 and January 2, 2023, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Restricted 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 Restricted Subsidiaries as at April 3, 2023, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flow for the three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). adjustments and are lacking footnote disclosures. (c) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in this paragraphclauses (b) and (c) above. Except as reflected in filings made by the Borrower with the SEC since January 2, 2023, during the period from January 2, 2023 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) [Intentionally Omitted]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for such month and the 3-month period (or, in portion of the event fiscal year through the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on end of such datemonth, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such month and the 3-portion of the fiscal year through the end of such month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from April 1, 2006 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The Company has delivered to the Administrative Agent and the Lenders: (i) audited consolidated balance sheets financial statements of the Borrower Parent and its consolidated Subsidiaries as at (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for the fiscal years ended December 31, 2003, 2004 and 2005, and together with the related consolidated statements of income or operations, equity and of cash flows for the Fiscal Year fiscal years ended on such datedates; (ii) unaudited consolidated financial statements of the Parent and its Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries) for each fiscal quarter of 2006 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, reported together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (iii) audited consolidated financial statements of Enterprise and its subsidiaries for the fiscal years ended December 31, 2003, 2004 and 2005, together with the related consolidated statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (iv) unaudited consolidated financial statements of Enterprise and its subsidiaries for each fiscal quarter of 2006 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated statements of income or operations, equity and cash flows for each such fiscal quarter; (v) unaudited consolidated and unaudited consolidating financial statements of CP Media and its subsidiaries for the fiscal years ended June 29, 2003, June 27, 2004 and July 3, 2005, together with the related consolidated and consolidating statements of income or operations, equity and cash flows for the fiscal years ended on such dates; (vi) unaudited consolidated and consolidating financial statements of CP Media and its subsidiaries for each fiscal quarter ended after July 3, 2005 through the most recently ended fiscal quarter prior to the Closing Date for which financial statements are available, together with the related consolidated and consolidating statements of income or operations, equity and cash flows for each such fiscal quarter; (vii) pro forma consolidated financial statements of the Parent and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions, for the most recent four quarter period for which financial statements are available; and (viii) a pro forma balance sheet of the Parent and its Restricted Subsidiaries (including reconciliation information consistent with historical practices for the Company and its Restricted Subsidiaries), after giving effect to the Acquisitions, as of the Closing Date. Each of the financial statements described in the foregoing clauses (i) through (vi): (A) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the applicable entities as of the date thereof and results of operations for the period covered thereby (subject, in the case of the unaudited financial statements, to (i) the absence of footnotes (except as required by applicable law) and accompanied (ii) normal year-end adjustments); and (C) show all material Indebtedness and other material liabilities, direct or contingent, of the applicable entities as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. The financial statements described in the foregoing clauses (vii) and (viii) have been prepared in good faith based on assumptions believed by an unqualified report from Deloitte & Touche LLP, the Company to be reasonable as of the date of delivery thereof (it being understood that such assumptions are based on good faith estimates of certain items and that the actual amount of such items on the Closing Date is subject to change) and present fairly in all material respects on a Pro Forma Basis the consolidated financial condition position of the Borrower applicable entities as of the date thereof, assuming the occurrence of the Acquisitions on the first day of such period. (b) The eight-year projections (including quarterly projections for fiscal year 2006 and annual projections for each fiscal year thereafter) of balance sheets, income statements and cash flows of Parent and its consolidated Restricted Subsidiaries as at such date, and delivered to the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available Lenders on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, Closing Date have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved good faith based upon good faith estimates and assumptions believed by the aforementioned firm of accountants and disclosed therein and except with respect Credit Parties to interim financialsbe reasonable at the time made, normal year-end audit adjustments). As of it being recognized by the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, Lenders that such projections as to future events are not reflected in to be viewed as facts and that actual results during the most recent financial statements referred to in this paragraphperiod or periods covered by any such projections may differ from projected results.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Group Members as at of December 31, 20052022, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of the Group Members as at March 31, 2023, and the 6-related unaudited consolidated statements of income and cash flows for the 3 month period) period ended on such date, present fairly in all material respects the consolidated financial condition of the Group Members as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3 month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialssubject to, in the case of unaudited financial statements normal year-end audit adjustmentsadjustments and absence of footnotes). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxesliabilities, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2022 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

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

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2003 and December 31, 2004, reported on by and accompanied by an unqualified report from from, in respect of the fiscal years ending on December 31, 2003 and December 31, 2004, Deloitte & Touche Touche, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2005 and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Significant Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases (other than those arising in connection with the Facility Lease Agreement, dated as of May 25, 2004, between SE Ravenswood Trust and KeySpan Ravenswood LLC) or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Significant Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 2005, 2019 and 2020 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dateDecember 31, 2019 and 2020, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2021 and the related unaudited consolidated statements of income and of cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition position of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants (in the case of audited financial statements) or an officer of the Parent Borrower (in the case of unaudited financial statements) and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein; provided that the unaudited financial statements need not contain footnotes). . (b) As of the Amended and Restated Effective Datedate of the most recent financial statements referred to in Section 4.1(a), the Parent Borrower and its Subsidiaries do did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the most recent financial statements referred period from December 31, 2020 to in this paragraphand including the date hereof, there has been no Disposition by the Parent Borrower of any material part of its business or Property, except as set forth on Part II of Schedule 4.1.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at January 1, 2005 and December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated combined results of its operations and its consolidated combined cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto and normal year end adjustments, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect and, in the case of such unaudited financial statements, subject to interim financials, normal year-end audit adjustmentsthe absence of footnotes). As Except as set forth on Schedule 4.1, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries (i) do not have any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of the Borrower as of the Closing Date or (ii) are not party to any arrangement to pay principal or interest with respect to any Indebtedness of any Person which is not reflected in the most recent financial statements referred to in this paragraph, (x) which was incurred by the Borrower or any of its Subsidiaries or guaranteed by the Borrower or any of its Subsidiaries at any time or the proceeds of which are or were transferred to or used by the Borrower or any of its Subsidiaries and (y) the payments in respect of which are intended to be made with the proceeds of payments to such Person by the Borrower or any of its consolidated Subsidiaries or with any Indebtedness or Capital Stock issued by the Borrower or any such Subsidiary.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052012 and December 31, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by by, and accompanied by an unqualified report from Deloitte & Touche from, PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 30, 2014, and the related unaudited consolidated statements of income and cash flows for the nine-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of Schedule 4.1 sets forth on the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any all material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, of the Borrower and its Subsidiaries that exist on the Closing Date and are not reflected in the most recent financial statements or the notes thereto referred to in this paragraph. During the period from December 31, 2013 to and including the Closing Date there has been no Disposition by the Borrower of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the Maintain Borrower’s consolidated financial condition as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the extent modified by the definitions herein): (a) EBITDA not less than $30,000,000 as of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, fiscal quarter ending June 30, 20062018 and each fiscal quarter end thereafter, in each case determined on a rolling 4-quarter basis, with “EBITDA” defined as net profit before taxes plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense. (b) Liquid Assets to Worker’s Compensation Claims & Safety Incentive Liabilities not less than 1.0 to 1.0 as of each fiscal quarter end, with (i) “Liquid Assets” defined as the sum of (A) restricted and unrestricted cash and cash equivalents, plus (B) restricted and unrestricted marketable securities acceptable to Bank in its sole discretion, and (ii) “Worker’s Compensation Claims & Safety Incentive Liabilities” defined as the related aggregate of Borrower’s obligations with respect to (A) workers’ compensation claims liabilities, and (B) safety incentive liabilities, in each case as the assets described in clauses (i)(A) and (B) and as the liabilities described in clauses (ii)(A) and (B) are required to be reflected in Borrower’s annual audited consolidated financial statements and quarterly unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, consistent with past practices. (c) Worker’s Compensation Claims Liabilities on Borrower’s 10-Q and 10-K filings with the SEC not less than the estimate of required reserves for all states combined, as reflected in the third party actuarial report of the same date. If at any time any change in generally accepted accounting principles would affect the computation of any covenant (including the related schedules computation of any financial covenant) and/or pricing grid set forth in this Agreement or any other Loan Document, Borrower and notes theretoBank shall negotiate in good faith to amend such covenant and/or pricing grid to preserve the original intent in light of such change; provided, have been prepared that, until so amended, (i) such covenant and/or pricing grid shall continue to be computed in accordance with GAAP applied consistently throughout the periods involved application of generally accepted accounting principles prior to such change and (except as approved by the aforementioned firm ii) Borrower shall provide to Bank a written reconciliation in form and substance reasonably satisfactory to Bank, between calculations of accountants such covenant and/or pricing grid made before and disclosed therein and except with respect after giving effect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation such change in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphgenerally accepted accounting principles.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052022, 2023 and 2024, and the related consolidated statements of income and of income, cash flows and stockholders’ equity for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG International Limited, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2025 and June 30, 2025 and the related consolidated statements of income, cash flows and stockholders’ equity for the three-month or sixth-month period (as applicable) then ended present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month or sixth-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month periodas applicable) then ended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by subject to (in the aforementioned firm case of accountants any such unaudited financial statements) the absence of footnotes and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentsadjustments and except as disclosed therein). As During the period from June 30, 2025 to and including the Closing Date there has been no Disposition by any Group Member of any material part of its business or property. (b) [Reserved]. (c) The Borrower has heretofore furnished to the Lenders, with respect to EMICO and its consolidated Subsidiaries, copies of the Amended annual Statutory Statements as of December 31, 2022, 2023 and Restated Effective Date2024 for the fiscal years then ended, and copies of the quarterly Statutory Statements as of March 31, 2025 and June 30, 2025 for the fiscal quarters then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the Borrower “Historical Statutory Statements”); provided, that the Statutory Statement of EMICO and its consolidated Subsidiaries do shall not have be required to be delivered for any material Guarantee Obligations, contingent liabilities and liabilities for taxes, year or any long-term leases or unusual forward or long-term commitments, quarter that EMICO was not a Subsidiary of the Borrower. The Historical Statutory Statements (including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in respect of derivatives, that are not accordance with SAP (except as may be reflected in the most recent notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with the applicable Requirements of Law when filed and present fairly in all material respects the financial statements referred to condition of the EMICO and its consolidated Subsidiaries covered thereby as of the respective dates thereof and the results of operations, changes in this paragraphcapital and surplus and cash flow of the EMICO and its consolidated Subsidiaries covered thereby for the respective periods then ended.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the incurrence of Indebtedness hereunder and the use of proceeds thereof, (ii) the HY Holdings Acquisition and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrowers as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrowers and their consolidated Subsidiaries as of March 31, 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 Borrowers and its consolidated their Subsidiaries as at of December 31, 20052015, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended. The unaudited consolidated balance sheet of the Borrowers and their Subsidiaries as at March 31, 2016, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrowers and their Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end year‑end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein therein, and except with respect to interim financialsexcept, normal year-end audit adjustmentsin the case of any unaudited financial statements, for the omission of notes or other textual disclosures that may be required by GAAP). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities, material liabilities for past due taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2015 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 any Borrower or of the Group Members, taken as a whole.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31January 3, 20052015, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLPYoung, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of each fiscal quarter ended at least 40 days prior to the Second Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (c) As of the Amended and Restated Second Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member (other than any Purchased Subsidiary) has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from January 3, 2015 to and including the Second Restatement Effective Date there has been no Disposition by any Group Member of any material part of its business or property (other than as permitted by Section 7.5(b) or otherwise in the ordinary course of business).

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 28, 20052010, August 27, 2011 and September 1, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 312, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate (collectively, the “Interim Financials”), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, except as set forth on Schedule 4.1 and except for the Borrower “Assumed Liabilities” and its Subsidiaries do not have “Remaining Canadian Obligations” under (and as defined in) the Acquisition Agreement, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 1, 2012 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 20051998 and December 31, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLP, Young LLP present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availableof the Company and its consolidated Subsidiaries as at September 30, 1999, and the 6related unaudited consolidated statements of income and cash flows for the nine-month period) period ended on such date, present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at each 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 therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower The Company and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphparagraph or set forth on Schedule 3.1(a). During the period from December 31, 1998 to and including the date hereof there has been no Disposition by the Company or any of its Subsidiaries of any material part of its business or Property. (b) The consolidated balance sheet projections, the consolidated statements of income projections and the consolidated statements of cash flow projections of the Company and its consolidated Subsidiaries for the 1999 through 2007 fiscal years (the "Projected Financial Statements"), copies of which have heretofore been furnished to each Lender requesting the same, have been prepared giving effect (as if such events had occurred on September 30, 1999) to (i) the Loans to be made on the Original Closing Date and the use of proceeds thereof, (ii) the payment of fees and expenses in connection with the foregoing and (iii) the purchase of equity of the Company contemplated by Preferred Stock Purchase Agreement.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062005, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As None of the Amended and Restated Effective DateHoldings, the Borrower and its nor any of their consolidated Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by Holdings or Borrower or any of their consolidated Subsidiaries of any material part of their business or property. (b) In the case of each Joint Venture, to the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) the audited consolidated balance sheets of such Joint Venture as at December 31, 2002, December 31, 2003 and December 31, 2004, 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 an independent certified public accountant, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), the unaudited consolidated balance sheet of such Joint Venture as at March 31, 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 such Joint Venture 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). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) 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). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), as of the Closing Date no Joint Venture 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, in each case that would be required to be disclosed in accordance with GAAP and that are not reflected in the most recent financial statements referred to in this paragraph. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), during the period from December 31, 2004 to and including the date hereof there has been no Disposition by a Joint Venture of any material part of its business or property. (c) Holdings and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to Holdings and its Subsidiaries is made known to Responsible Officers of Holdings in a timely manner.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Kimco and its consolidated Subsidiaries subsidiaries as at December 31, 2005, 2005 and the related consolidated statements of income and of cash flows for the Fiscal Year respective fiscal years ended on such dates, reported on by PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of Kimco and its subsidiaries as at such dates, as applicable and the consolidated results of their operations and their consolidated cash flows for the applicable fiscal year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at June 30, 2006 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, reported on certified by a Responsible Officer of Kimco, copies of which have heretofore been furnished to the Lenders, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower Kimco and its consolidated Subsidiaries subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except involved. Except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsset forth on Schedule 4.1, normal year-end audit adjustments). As neither Kimco nor any of the Amended and Restated Consolidated Entities has, at the Effective Date, the Borrower and its Subsidiaries do not have any material Indebtedness, Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases or unusual forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto, other than Indebtedness and Guarantee Obligations incurred in connection with the Transactions. (b) The credit rating of Kimco's unsecured debt is not less than BBB-/Baa3.

Financial Condition. The audited Maintain Borrower's financial condition on a consolidated balance sheets of basis as follows using generally accepted accounting principles consistently applied and used consistently with prior practices (except to the Borrower and its consolidated Subsidiaries as at extent modified by the definitions herein), with compliance determined commencing with Borrower's financial statements for the period ending December 31, 20051997: (a) Current Ratio not at any time less than 1.50 to 1.00, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on with "Current Ratio" defined as total current assets divided by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition total current liabilities. For purposes of the Borrower foregoing, the aggregate outstanding balance of advances on the Line of Credit shall be deemed "current liabilities." (b) Tangible Net Worth not at any time less than $40,000,000, from and its consolidated Subsidiaries as including the fiscal quarter ended September 30, 1997, increasing to not less than $45,000,000 at such date, any time from and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, including June 30, 20061998, with "Tangible Net Worth" defined as the aggregate of total stockholders' equity plus subordinated debt less the aggregate of any treasury stock, any intangible assets and any obligations due from stockholders, employees and/or affiliates. (c) Funded Debt to EBITDA Ratio not at any time greater than 1.50 to 1.00, with "Funded Debt to EBITDA Ratio" calculated as of the related unaudited consolidated statements end of income each fiscal quarter and cash flows defined as the ratio of "Funded Debt" (as defined below) as of such determination date, divided by "EBITDA" (as defined below) for the 3-month four fiscal quarter period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition ending as of the Borrower and its consolidated Subsidiaries date of determination. For purposes hereof, "Funded Debt" shall mean, as at such dateof any date of determination, and the consolidated results (i) all obligations of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do for borrowed money or for the deferred purchase price of property or services, (ii) all obligations of Borrower and its Subsidiaries under any conditional sale agreements relating to property purchased by Borrower or any of its Subsidiaries, (iii) all capital and synthetic lease obligations of Borrower and its Subsidiaries, (iv) all obligations of Borrower and its Subsidiaries under letters of credit issued and outstanding for the account of Borrower or any such Subsidiary, whether or not have any material Guarantee Obligationsdrawn, (v) all obligations of Borrower and its Subsidiaries under direct or indirect guaranties in respect of, and obligations (contingent liabilities and liabilities for taxesor otherwise) to purchase or otherwise acquire, 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 otherwise insure a creditor against loss in respect of derivatives, that are not reflected in indebtedness or obligations of others of the most recent financial statements kinds referred to in this paragraphclauses (i) through (iv) above, and (vi) all current or past due liabilities of Borrower and its Subsidiaries in respect of unfunded vested benefits under Plans covered by Title IV of ERISA. For purposes hereof, "EBITDA" shall mean, net profit before tax plus interest expense (net of capitalized interest expense), depreciation expense and amortization expense.

Financial Condition. The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries as at December 31, 2005March 31 of the two most recent fiscal years, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, as filed by the Parent with the United States Securities and Exchange Commission (and reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe Parent's independent public accountant), present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such daterespective dates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to for the Amended and Restated Effective Date, June 30, 2006most recent quarterly reporting period, and the related unaudited consolidated statements of income and cash flows for the 3-month interim quarterly fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, as filed by the Parent with the United States Securities and Exchange Commission, on the basis disclosed in the footnotes to such financial statements, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month interim quarterly fiscal period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to the omission of certain footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm Chief Financial Officer of accountants the Parent, and disclosed therein in any such schedules and notes, and except with respect to interim financials, normal year-end audit adjustmentsthat such unaudited financial statements do not contain certain footnotes). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any All material Guarantee Obligations, material contingent liabilities and liabilities for taxes, or any all material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not which according to GAAP must be reflected in the most recent such financial statements referred to in this paragraphor the notes thereto, are so reflected.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, KPMG present fairly in all material respects the consolidated financial condition of the Borrower Borrower, Guarantors and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated their respective Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except and, with respect to interim financialsquarterly financial statements, subject to normal year-year end audit adjustmentsadjustments and the absence of footnotes). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from March 31, 2013 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2005, 2004 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2004, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income and its consolidated cash flows for Holdings and such Fiscal YearSubsidiaries for the period then ended. The unaudited consolidated consolidating balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated consolidating statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated such Subsidiaries as at such date, and the consolidated results of its operations income for Holdings and its consolidated cash flows such Subsidiaries for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except or, with respect to interim financialsunaudited financial statements, normal year-end audit adjustmentsa Responsible Officer and disclosed therein). As of the Amended and Restated Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than any earn out permitted under Section 7.2(f) and Guarantee Obligations permitted under Sections 7.2(c) and (m)). During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 1999, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2000 and the related unaudited consolidated statements of income operations and of cash flows for the 3-month period (orthree months ended March 31, in the event the June 302000, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datecopies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at each such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein and except and, with respect to interim financialsthe March 31, normal 2000 financial statements, for the absence of footnotes and year-end audit adjustments). As Except as set forth on Schedule 5.1 or as permitted by subsection 8.4(c), neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from March 31, 2000 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its consolidated Subsidiaries at March 31, 2000.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20051997, December 31, 1998 and December 31, 1999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2000, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate hereof, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower Borrowers and its consolidated their Subsidiaries as at of December 31, 20052009 and December 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte McGladrey & Touche LLPCo., present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Borrowers and its consolidated their Subsidiaries as at March 31February 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows for the 3one-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Borrowers and its consolidated their Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The Companies have heretofore furnished to the Lender the audited consolidated balance sheets sheet of the Borrower Aceto and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements statement of income income, retained earnings and cash flow of cash flows Aceto and its Subsidiaries, audited by BDO ▇▇▇▇▇▇▇ LLP, independent certified public accountants, for the Fiscal Year fiscal year ended June 30, 2009. Such financial statements were prepared in conformity with Generally Accepted Accounting Principles, applied on such datea consistent basis, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, fairly 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 of Aceto and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets Subsidiaries as of the Borrower date of such financial statements and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior for the periods to the Amended which they relate and Restated Effective Date, since June 30, 20062009, no Material Adverse Effect has occurred. The Companies shall deliver to the Lender, a certificate of the Chief Financial Officer to that effect on the Closing Date. Other than obligations and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, liabilities arising in the event the ordinary course of business since June 30, 2006 unaudited consolidated balance sheets 2009, there are availableno material obligations or liabilities contingent or otherwise, the 6-month period) ended of Aceto or any of its Subsidiaries which are not reflected or disclosed on such date, present fairly audited statements other than obligations of Aceto and any of its Subsidiaries incurred in all material respects the consolidated financial condition ordinary course of business (which shall be deemed to exclude acquisitions by Aceto or any Subsidiary of Aceto of the Borrower business or assets (including, without limitation stock) of any Person). (b) Each of Aceto and its Domestic Subsidiaries on a consolidated Subsidiaries as at such datebasis, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower Aceto and its Subsidiaries do not have any material Guarantee Obligationson a consolidated basis, contingent liabilities and liabilities for taxesAceto, or any long-term leases or unusual forward or long-term commitmentsindividually, includingis Solvent and immediately after giving effect to each Loan and each other extension of credit contemplated by this Agreement and the execution of each Loan Document, 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 paragraphwill be Solvent.

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

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2003, reported on by and accompanied by an unqualified report from from, in respect of the fiscal year ending on December 31, 2003, Deloitte & Touche Touche, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2004 and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases (other than the Facility Lease Agreement, dated as of March 25, 2004, between SE Ravenswood Trust and KeySpan Ravenswood LLC) or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements. During the period from April 1, 2004 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property, except the disposition of an approximately 39% interest in KeySpan Energy Canada Partnership and the disposition of an approximately 32% interest in The Houston Exploration Company.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20052016, December 31, 2017 and December 31, 2018, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at each 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 Restricted Subsidiaries as at March 31, 2019, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows flow for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and therein), except with respect that the interim financial statements are subject to interim financials, normal year-end audit adjustments). As of the Amended adjustments and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphlacking footnote disclosures.

Financial Condition. The audited consolidated and consolidating balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2003, December 31, 2004, and December 31, 2005, and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Kraft, Berger, Grill, S▇▇▇▇▇▇▇, C▇▇▇▇ & Touche March LLP, present fairly in all material respects on a consolidated and consolidating basis the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and on a consolidated and consolidating basis the consolidated results of its their operations and its consolidated their cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated and consolidating statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated and consolidating cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Indebtedness or Guarantee Obligations, contingent obligations or liabilities and of any kind (including any liabilities for taxes, obligations under farm-in agreements or any similar arrangements, obligations under long-term leases or and unusual forward or long-term commitments (or unrealized or anticipated losses from any unfavorable commitments), including, without limitation, and any interest rate or foreign currency swap or exchange transaction or other obligation obligations in respect of derivatives, Hedge Agreements and Synthetic Debt) that are not referred to or reflected or provided for in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005, to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Group and its consolidated Subsidiaries as at December 31June 30, 2005, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Group and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Group and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1999 and the related unaudited consolidated statements of income and of cash flows for the 39-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Group and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 39-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither Group nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from June 30, 1998 to and including the date hereof there has been no sale, transfer or other disposition by Group or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred condition of Group and its consolidated Subsidiaries at ▇▇▇▇▇ ▇▇, ▇▇▇▇ (▇) The pro forma consolidated balance sheet of Group and its consolidated Subsidiaries as at June 30, 1999 certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of Group and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of any Indebtedness to be made with the proceeds of Loans hereunder, (ii) the making of the Term Loans, (iii) the making of the Revolving Credit Loans to be made on the Closing Date, (iv) the Zipp Acquisition, (v) the application of the proceeds of the foregoing in this paragraphaccordance with the terms of the Loan Documents and (vi) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with any notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of Group and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of Group and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of Group, and in accordance with GAAP. No Borrower has any reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

Financial Condition. The audited consolidated balance sheets of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at December 31October 2, 20052004, and the related consolidated statements of income and of cash flows of Sanmina-SCI for the Fiscal Year fiscal years ended on such datedates, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 10-K filed with the SEC on December 29, 2004, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI’s consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at March 31July 2, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062005, and the related unaudited consolidated statements of income and cash flows of Sanmina-SCI for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q filed with the SEC on August 10, 2005, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI’s consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Sanmina-SCI’s accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, 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 audited financial statements referred to in this paragraph. During the period from July 2, 2005 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Premisys as at December 31June 25, 20051999 and June 26, 1998, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Premisys as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of Premisys as at September 24, 1999, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of Premisys as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6-three- month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 25, 1999 to and including the Closing Date, there has been no sale, transfer or other disposition by Premisys of any material part of its business or property, other than the sales, transfers and other dispositions constituting the Transaction. (b) The unaudited pro forma consolidated balance sheet of Premisys as at each of June 25, 1999 and September 24, 1999, and the related unaudited consolidated statements of income and cash flows for the fiscal year or fiscal quarter (as the case may be) ended on each such date, present fairly the consolidated financial condition of Premisys as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal period then ended (subject to normal year-end audit adjustments, in the case of the financial statements as at September 24, 1999). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved and have been adjusted to reflect, on a pro forma basis, the financial performance and position only of the businesses which will comprise LegacyCo on the Reorganization Date. (c) The unaudited pro forma consolidated balance sheet (including the notes thereto) as at September 24, 1999 of: (i) AcquisitionCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to the consummation of the Tender Offer, the Merger and the Loans to be made hereunder on the Closing Date; and (ii) LegacyCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transaction and the Loans to be made hereunder. Each such pro forma consolidated balance sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at September 24, 1999, assuming that the events specified in the preceding sentence had actually occurred at such date. (d) The unaudited pro forma consolidated summary cash flow statement for the period of four consecutive fiscal quarters ended September 24, 1999 of LegacyCo and its consolidated Subsidiaries, copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date) to the consummation of the Transaction and the Loans to be made hereunder. Such unaudited pro forma consolidated summary balance sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated cash flow results of LegacyCo and its consolidated Subsidiaries for the period ended September 24, 1999, assuming that the events specified in the preceding sentence had actually occurred at the first day of such period. Such unaudited pro forma consolidated summary cash flow statement demonstrates that LegacyCo would have had positive cash flow (after, among other things, the payment of debt service) if the Transaction had occurred on the first day of the period of four consecutive fiscal quarters ended September 24, 1999.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared in good faith on the basis of the assumptions stated therein, which assumptions were based on the conditions and facts known to the Borrower at the time of delivery of such Pro Forma Financial Statements and believed by the Borrower to be reasonable. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052012, December 31, 2011 and December 31, 2010, and the related consolidated statements of operations, of stockholders’ equity and comprehensive income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations operations, its consolidated stockholders’ equity and comprehensive income and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited condensed consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited condensed consolidated statements of income operations and condensed cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, except as set forth on Schedule 4.1(b) to the Borrower and its Subsidiaries do not have Disclosure Letter, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, in each case reported on by Deloitte & Touche LLP, 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, date and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 2005 and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, date and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the omission of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateExcept as set forth on Schedule 4.1, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of their respective businesses or properties. (b) The detailed consolidated budget for each fiscal year through 2010 (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each fiscal year through 2010, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and significant revisions, if any, of such budget and projections with respect to such fiscal year of the Borrower through the 2010 fiscal year (collectively, the “Projections”), are based on reasonable estimates, information and assumptions and, to the knowledge of the Borrower, are not incorrect or misleading in any material respect.

Financial Condition. The restated audited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at December 31, 20052000 and December 31, 2001, and the related consolidated and consolidating statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated and consolidating balance sheets of the Borrower Valvino and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated and consolidating statements of income and cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated and consolidating financial condition of the Borrower Valvino and its consolidated Subsidiaries as at such date, and the consolidated and consolidating results of its operations and its consolidated and consolidating cash flows for the 36-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Valvino and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from January 1, 2002 to and including the Closing Date there has been no Disposition by Valvino or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31June 30, 20052008, June 30, 2009 and June 30, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective Fiscal Years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its consolidated Subsidiaries as at December 31, 2010, and the 6-month period) related unaudited consolidated statements of income and cash flows for the fiscal quarter ended on such dates, present fairly the consolidated financial condition of Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended (subject to normal year-year end audit adjustmentsand quarter end adjustments and the absence of footnotes). All such audited financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Other than as set forth (in reasonable detail and with related amounts) on (a) Schedule 4.1(a), no Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited financial statements referred to in this paragraph, and (b) Schedule 4.1(b), during the period from January 1, 2010, to and including the date hereof there has been no Material Acquisition or Material Disposition.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052007, December 31, 2008 and December 31, 2009, and the related consolidated statements of income operations and of cash flows for the Fiscal Year year ended on such dateDecember 31, 2007, the year ended December 31, 2008, and the year ended December 31, 2009, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespects, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of operations and cash flows for the nine-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period) period then ended (subject to normal year-end audit adjustmentsadjustments and absence of footnote disclosure). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Consolidated Subsidiaries as at December 31June 30, 2005, 1996 and the related consolidated statements of income consolidated earnings, consolidated stockholders' equity and of consolidated cash flows for the Fiscal Year fiscal year ended on such date, reported on by KPMG Peat Marwick, complete and accompanied by an unqualified report from Deloitte & Touche LLPcorrect copies of which have heretofore been furnished to each Lender, respectively present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1996 and the related unaudited consolidated statements of income consolidated earnings, consolidated stockholders' equity and consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Financial Officer, complete and correct copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein therein, for the absence of notes and except with respect to interim financials, for normal year-end audit adjustments). As Neither the Company nor any of its Consolidated Subsidiaries had, as of the Amended and Restated Effective Datedate of the most recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent foregoing statements or in the notes thereto, other than contingent items which could not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 4.1 or as disclosed in the Company's Report on Form 10-Q for the quarter ended December 31, 1996, during the period from December 31, 1996 to and including the Effective Date there has been no sale, transfer or other disposition by the Company or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Company and its Consolidated Subsidiaries at December 31, 1996.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 3128, 2005, 1997 and the related consolidated statements of income and of retained earnings and cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 1998 and the related unaudited consolidated statements of, financial condition, income and retained earnings and cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 5.1, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation not permitted under subsection 8.2, material contingent liabilities and liabilities liability or liability for taxes, or any material long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 28, 1997 to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Consolidated Subsidiaries at December 28, 1997.

Financial Condition. The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31 2008, December 31, 20052009 and December 31, 2010, and the related consolidated statements of income operations and of cash flows for each of the Fiscal Year fiscal years in the three-year period ended on such dateDecember 31, 2010, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, present fairly fairly, in all material respects respects, the consolidated financial condition position and results of operations and cash flows of the Parent Borrower as of such dates and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearperiods. The unaudited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income operations and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, neither the Parent Borrower and nor any of its Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxesTaxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are 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. Except as disclosed prior to the date hereof in any filing on the Securities and Exchange Commission’s ▇▇▇▇▇ system (or any successor thereto) or any other publicly available database maintained by the Securities and Exchange Commission, during the period from December 31, 2010 to and including the date hereof there has been no Disposition by the Parent Borrower or any of its Subsidiaries of any material part of the business or property of the Parent Borrower, taken as a whole.

Financial Condition. The Holding has heretofore delivered to Lenders the following materials: (i) audited consolidated balance sheet of Holding and its Subsidiaries as at November 4, 1995 and the related audited consolidated statements of income, shareholders' equity and cash flow of Holding and its Subsidiaries for the fiscal year of Holding ending on such date (including any comment letter submitted by the accountants in connection therewith) and (ii) unaudited consolidated balance sheets of the Borrower Holding and its consolidated Subsidiaries as at December 31the last day of the Fiscal Quarter ending July 27, 2005, 1996 and the related consolidated statements of income income, shareholder's equity and cash flow of cash flows Holding and its Subsidiaries for the Fiscal Year year-to-date period ended on such date. Such statements, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPexcept as otherwise stated in such statements, fairly present fairly in all material respects the consolidated financial condition position of the Borrower Holding and its consolidated Subsidiaries as at such date, dates and the consolidated results of its operations and its consolidated the cash flows for such Fiscal Year. The unaudited consolidated balance sheets flow of the Borrower Holding and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (orperiods then ended, subject, in the event the June 30case of any unaudited interim financial statements, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to changes resulting from 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 Neither Holding nor any of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have has any material Guarantee Obligations(a) Contingent Obligation, (b) contingent liabilities and liabilities liability or liability for taxes, or any (c) long-term leases lease or (d) unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, commitment that are is not reflected in the most recent financial statements referred (including the notes thereto) delivered pursuant to subsection 4.3 or 5.1 of this Agreement other than Contingent Obligations, contingent liabilities or liabilities for taxes, long-term leases or forward or long-term commitments incurred in this paragraphthe ordinary course of business.

Financial Condition. The audited unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052004, and December 31, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2005, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of the June 30Borrower and its consolidated subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments and absence of footnotes and subject to any write downs, write offs, charges and adjustments, required as a result of the Restatements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than contingent liabilities arising in the ordinary course of business or as disclosed on Schedule 4.1(b)-1). Except as set forth on Schedule 4.1(b)-2, during the period from December 31, 2004 to and including the date hereof there has been no Disposition by the Borrower or its consolidated Subsidiaries of any material part of its business or Property.

Financial Condition. The audited (i) DFS has heretofore furnished to the Lenders its consolidated balance sheets combined statement of financial condition and related statements of income, changes in stockholders’ equity and cash flows (x) as of and for the fiscal year ended November 30, 2006, reported on by Deloitte & Touche LLP, independent public accountants, and (y) as of and for the fiscal quarter and the portion of the Borrower fiscal year ended February 28, 2007 certified by its chief financial officer. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of DFS and its consolidated Subsidiaries as at December 31, 2005, of such dates and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, periods in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended accordance with GAAP (subject to normal year-end audit adjustments). All such financial statements, including adjustments and the related schedules and notes thereto, have been prepared absence of footnotes in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As case of the Amended statements referred to in clause (y) above), and Restated Effective Date, the Borrower DFS and its consolidated 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 commitmentscommitments not disclosed therein. (ii) Discover Bank has heretofore furnished to the Lenders its consolidated statements of condition and related statements of income, includingcomprehensive income, without limitationshareholder’s equity and cash flows as of and for the fiscal years ended November 30, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives2006 and November 30, that are not reflected in the most recent 2005, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements referred to present fairly, in this paragraphall material respects, the financial position and results of operations and cash flows of Discover Bank and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, and Discover Bank and its consolidated Subsidiaries do not have any material contingent liabilities or unusual forward or long-term commitments not disclosed therein. Immediately following consummation of the Spin-Off Transaction, the financial position, results of operations and cash flows of Discover Bank will be no less favorable than those presented in such financial statements.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 3129, 2005, 1996 and the related consolidated statements of income and of retained earnings and cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 29, 1997 and the related unaudited consolidated statements of, financial condition, income and retained earnings and cash flows for the six-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 5.1, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation not permitted under subsection 8.2, material contingent liabilities and liabilities liability or liability for taxes, or any material long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 29, 1996 to and including the date hereof, other than pursuant to the 1997 Restructuring Program, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Consolidated Subsidiaries at December 29, 1996.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. (a) The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, 1999 and the related unaudited consolidated statements of income and cash flows for the 3-nine month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available1999, certified by Responsible Officers of the 6-month period) ended on such dateBorrower copies of which have heretofore been furnished to each Lender, present fairly in all material respects and in accordance with GAAP (in all material respects) the consolidated financial condition position, results of operations and cash flows of the Borrower on a consolidated basis as of such dates and its consolidated Subsidiaries as at for such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended periods (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, statements have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants such Responsible Officer and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateThe Borrower did not have, the Borrower and its Subsidiaries do not have at September 30, 1999 any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-long- term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto or expressly permitted to be incurred hereunder. (b) The unaudited consolidated pro forma balance sheets of Holdings and the Borrower and its consolidated Subsidiaries, as of November 30, 1999, certified by Responsible Officers of Holdings and the Borrower (the "Pro Forma Balance Sheet"), copies of which have been furnished to each Lender, are the unaudited balance sheets of Holdings and the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on the date set forth therein) to (i) the Acquisition, the other Transactions and each of the other transactions contemplated hereby and by the Asset Purchase Agreement and (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 Effective Date and all Indebtedness that Holdings and the Borrower and its consolidated Subsidiaries expect to incur, and the payment of all amounts Holdings and the Borrower and its consolidated Subsidiaries expect to pay, in connection with the Acquisition. The Pro Forma Balance Sheet, together with the notes thereto, were prepared based on good faith assumptions in accordance with GAAP and is based on the best information available to Holdings and the Borrower as of the date of delivery thereof and reflects in all material respects on a pro forma basis the financial statements referred to position of the Holdings and the Borrower and its consolidated Subsidiaries as of November 30, 1999, as adjusted, as described above, assuming that the events specified in this paragraphthe preceding sentence had actually occurred as of November 30, 1999.

Financial Condition. (a) The historical financial disclosure in the Disclosure Statement (other than the valuation analysis set forth in Section I.O.2 in the Disclosure Statement) presents fairly in all material respects the financial condition of DDi Corp. and its Subsidiaries, and no material changes to such financial disclosure have occurred that have not been disclosed in writing to the Lenders. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Details as at December 31, 20052002 and December 31, 2001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PriceWaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Details as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Details as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062003, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, date present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Details as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm firms of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower Details and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which pursuant to GAAP would have to be reflected in such financial statements, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2002 to and including the date hereof there has been no Disposition by Details or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 30, 20052014, August 29, 2015 and September 3, 2016, and the related consolidated statements of income income, comprehensive income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31December 3, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income income, comprehensive income, shareholders’ equity and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate (collectively, the “Interim Financials”), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have except as set forth on Schedule 4.1, 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, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 3, 2016 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052016, December 31, 2017 and December 31, 2018, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2019, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsexcept, in the case of the unaudited consolidated financial statements for the period ended March 31, 2019, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements and the notes thereto referred to in this paragraph. During the period from December 31, 2018 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited consolidated combined balance sheets sheet of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at December 31, 20052009, and the related consolidated audited combined statements of earnings, stockholders’ equity and comprehensive income (loss) and of cash flows of Viacom and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche with the opinion thereon of PricewaterhouseCoopers LLP, heretofore furnished to each of the Lenders (or made available to the Lenders through access to a web site, including, without limitation, ▇▇▇.▇▇▇.▇▇▇), fairly present fairly in all material respects the consolidated financial condition of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at such date, date and the consolidated results of its their operations and its consolidated cash flows for the fiscal year ended on such Fiscal Yeardate in accordance with GAAP. The unaudited consolidated combined balance sheets sheet of the Borrower Viacom and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062010, and the related unaudited consolidated combined statements of income earnings and cash flows of Viacom and its Consolidated Subsidiaries for the 3six-month period (orthen ended, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition heretofore furnished to each of the Borrower and its consolidated Subsidiaries as at such dateLenders (or made available to the Lenders through access to a web site, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (orincluding, in the event the June 30without limitation, 2006 unaudited consolidated balance sheets are available▇▇▇.▇▇▇.▇▇▇), the 6-month period) then ended fairly present (subject to normal year-end audit adjustments). All ) the consolidated financial condition of Viacom and its Consolidated Subsidiaries as at such financial statements, including date and the related schedules and notes thereto, have been prepared consolidated results of their operations for the six-month period ended on such date in accordance with GAAP applied consistently throughout the periods involved (GAAP. Neither Viacom nor any of its Material Subsidiaries had on June 30, 2010 any known material contingent liability, except as approved by the aforementioned firm of accountants and disclosed therein and except with respect referred to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities or reflected or provided for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to Exchange Act Report or in this paragraphsuch balance sheets (or the notes thereto) as at such date.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at of December 31, 20052008, December 31, 2009 and December 31, 2010 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects and the unaudited consolidated financial condition balance sheets of the Parent Borrower and its consolidated Subsidiaries as of March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the period ended on such date, present fairly, in all material respects, the consolidated financial condition as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (orrespective fiscal years or periods then ended, in of the event the June 30, 2006 unaudited Parent Borrower and its consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments)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 in any such schedules and except with respect notes, and subject to interim financials, normal year-end audit adjustmentsthe omission of footnotes from such unaudited financial statements). As of During the Amended period from December 31, 2010 to and Restated Effective including the Closing Date, except as permitted by the Predecessor Credit Agreement, there has been no sale, transfer or other disposition by the Parent Borrower and its consolidated Subsidiaries do not have of any material Guarantee Obligationspart of the business or property of the Parent Borrower and its consolidated Subsidiaries, contingent liabilities taken as a whole, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesthe Parent Borrower and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. (b) The audited consolidated balance sheets of Puerto Ricancars as of December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of income and retained earnings and cash flows for the fiscal years ended on such dates, reported on by and accompanied by unqualified reports from PricewaterhouseCoopers LLP, present fairly, in this paragraphall material respects, the consolidated financial condition as at such date, and the consolidated results of operations and consolidated cash flows for the respective fiscal years or periods then ended, of Puerto Ricancars. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby (except as approved by a Responsible Officer of the Parent Borrower, and disclosed in any such schedules and notes). During the period from December 31, 2010, to and including the Closing Date, except as permitted by the Predecessor Credit Agreement, there has been no sale, transfer or other disposition by Puerto Ricancars of any material part of the business or property of Puerto Ricancars and no purchase or other acquisition Puerto Ricancars of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of Puerto Ricancars 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. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31August 30, 20052014, August 29, 2015 and September 3, 2016, and the related consolidated statements of income income, comprehensive income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates (collectively, the “Historical Financials”), reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31December 3, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income income, comprehensive income, shareholders’ equity and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedate (collectively, the “Interim Financials”), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end year‑end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein therein) and except with respect the omission in unaudited consolidated financial statements of the information and footnotes not required under GAAP to be included in interim financials, normal year-end audit adjustments)unaudited financial information. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have except as set forth on Schedule 4.1, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.. During the period from September 3, 2016 to and including the date hereofClosing Date there has been no Disposition by any Group Member of any material part of its business or property. 

Financial Condition. The DGD has delivered to ▇▇▇▇▇▇ true, correct, complete and accurate copies of the following: the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries DGD as at December of July 31, 20051994 and July 31, 1995; audited statements of income, statements of shareholders' equity, and the related consolidated statements of income and of cash flows of DGD for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition each of the Borrower and its consolidated Subsidiaries as at such dateyears within the three year period ended July 31, and 1995; the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets sheet of DGD as of October 31, 1995, January 31, 1996 and April 30, 1996; and the Borrower unaudited consolidated statement of income, consolidated statement of shareholders' equity, and its consolidated statement of cash flows of DGD for the quarters ended October 31, 1995, January 31, 1996 and April 30, 1996. Except as qualified by an 8-K dated August 23, 1996 filed with the SEC (the "8-K"), each such balance sheet presents fairly the financial condition, assets, liabilities, and shareholders' equity of DGD and the DGD Subsidiaries as at March 31of its date; each such statement of income, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income shareholders' equity and cash flows presents fairly the results of operations of DGD and the DGD Subsidiaries for the 3-month period (orperiods indicated, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)GAAP. As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent The financial statements referred to in this paragraphSection 6.01(c) are in agreement with the detailed books and records of DGD and the DGD Subsidiaries. Since April 30, 1996, except as may be expressly disclosed in the April 30, 1996 unaudited financial statements, the 8-K or in the Schedules hereto: (i) There has at no time been a Material Adverse Effect. (ii) Neither DGD nor any DGD Subsidiary has authorized, declared, paid, or effected any dividend (other than dividends in kind on the DGD Preferred) or liquidation or other distribution, stock appreciation rights, phantom stock options, stock split, recapitalization, reclassification or reorganization in respect of its capital stock or any direct or indirect redemption or purchase (other than those redemptions or purchases set forth on Schedule 6.01(c)(ii)), retirement or other acquisition of any stock of DGD or any DGD Subsidiary. (iii) The operations and businesses of DGD and each DGD Subsidiary have been conducted in all material respects only in the ordinary course, consistent with past practices. (iv) Neither DGD nor any DGD Subsidiary has suffered an extraordinary or unusual loss (whether or not covered by insurance) or waived any right of substantial value, any of which, individually or in the aggregate, is material to DGD and the DGD Subsidiaries, taken as a whole.

Financial Condition. (a) [Reserved] (b) The audited consolidated balance sheets of the Borrower and its consolidated the Restricted Subsidiaries as at December 31, 20052020, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows of the Borrower and the Restricted Subsidiaries for such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated the Restricted Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062021, and the related unaudited consolidated statements of income and cash flows for the 339-month week period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated the Restricted Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows of the Borrower and the Restricted Subsidiaries for the 339-month week period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, neither the Borrower and its Subsidiaries do not have 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, without limitation, 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. During the period from December 31, 2020 to and including the date hereof there has been no Asset Sale by the Borrower or any Group Member of any material part of its business or property.

Financial Condition. The audited Borrower has heretofore furnished to each of the Lenders the consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2005, 2001 and the related consolidated statements statement of income and retained earnings and cash flow of cash flows the Borrower and its consolidated Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon (in the case of said consolidated balance sheet and statements) of PricewaterhouseCoopers, and the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2002 and the related consolidated statement of income, retained earnings and cash flow of the Borrower and its consolidated Subsidiaries for the nine-month period ended on such date, reported on by . All such financial statements are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct in all material respects and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries (subject, in the case of such financial statements as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP and practices applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)on a consistent basis. As None of the Amended and Restated Effective Date, the Borrower and nor any of its Subsidiaries do not have has on the date hereof any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, includingexcept as referred to or reflected or provided for in said balance sheets as at said dates. Since September 30, without limitation2001, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected there has been no material adverse change in the most recent consolidated financial condition, operations, prospects or business taken as a whole of the Borrower and its Subsidiaries from that set forth in said financial statements referred to in this paragraphas at said date.

Financial Condition. The audited consolidated Consolidated balance sheets of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at December 31, 20052010, and the related consolidated statements of income and of cash flows of the Guarantor for the Fiscal Year fiscal year ended on such date, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 20-F filed with the SEC on April 6, 2011, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated condensed Consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062011, and the related unaudited consolidated statements of income and cash flows of the Guarantor for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 6-K filed with the SEC on August 10, 2011, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Guarantor's accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from December 31, 2010, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052013, December 31, 2014 and December 31, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2016, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsexcept, in the case of the unaudited consolidated financial statements for the period ended March 31, 2016, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements and the notes thereto referred to in this paragraph. During the period from December 31, 2015 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) [Intentionally omitted] (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2003, December 31, 2004 and December 31, 2005, and the related consolidated statements of income operations and of cash flows for the Fiscal Year year ended on such dateDecember 31, 2003, the year ended December 31, 2004, and the year ended December 31, 2005, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly fairly, in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such daterespects, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2006, and the related unaudited consolidated statements of operations and cash flows for the three-month period (orended on such date, present fairly, in the event the June 30, 2006 unaudited consolidated balance sheets are availableall material respects, the 6consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2005 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Holdings and its consolidated Subsidiaries as at June 27, 2002 (the "Balance Sheet"), copies of which have heretofor been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans outstanding after giving effect to any 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. (b) The audited consolidated balance sheets of the Borrower Regal and its consolidated Subsidiaries as at December 31fiscal year-end 2001, 20052000 and 1999, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal years, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPLLP (except for, with respect to the report for fiscal year 2000, the qualifications set forth therein), present fairly in all material respects the consolidated financial condition of the Borrower Regal and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Holdings and its Subsidiaries as at March 28, 2002 and the 6-month period) related unaudited consolidated statements of income and cash flows for the period ended on such date, present fairly the consolidated financial condition of Regal and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Restatement Effective Date, the Borrower Holdings and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 27, 2001, to and including the Restatement Effective Date there has been no Disposition by Holdings and its Subsidiaries of any part of its business or Property material to its ongoing business.

Financial Condition. The audited consolidated balance sheets of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at December 31, 20052010, December 31, 2011 and December 31, 2012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & and Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Cedar Fair LP and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availablesheet of Cedar Fair LP and its Subsidiaries as at the last day of Fiscal Q1 2013, and the 6-related unaudited consolidated statements of income and cash flows for the three month period) period ended on such date, present fairly the consolidated financial condition of Cedar Fair LP and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three month period then ended (subject to normal year-year end audit adjustments). All such financial statementsstatements of Cedar Fair LP and its Subsidiaries, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements referred to in this paragraph, other than any Specified Hedge Agreement entered into in accordance with the terms hereof. During the period from December 31, 2012 to and including the date hereof there has been no Disposition by any Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 respective fiscal years then ended. The unaudited consolidated balance sheets are availableof the Borrower as at March 31, 2004, June 30, 2004 and September 30, 2004, and the 6-month period) related unaudited consolidated statements of income and cash flows for the periods ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the quarterly periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxestaxes (except for any such tax liabilities to taxing authorities outside of the United States which are not, in the aggregate, material to the Borrower and its Subsidiaries taken as a whole) or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property, except as reflected in the foregoing financial statements.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower CPI and its consolidated Subsidiaries as at of December 31, 2005, 2001 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such datedates, reported on by and accompanied by an unqualified the report from Deloitte & Touche LLP, of Goldstein Golub Kessler LLP present fairly in all material respects the consolidated financi▇▇ ▇▇▇▇▇▇i▇▇ ▇▇ ▇▇▇ ▇▇▇ 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 CPI 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, presents fairly the consolidated financial condition of the Borrower CPI and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower CPI and its consolidated Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphSection 3.1 During the period from December 31, 2001 to and including the date hereof there has been no Disposition by CPI or any of its Subsidiaries of any material part of its business or Property, other than for the Disposition of Kolar, Inc. assets in connection with the Kolar, Inc. Liquidation.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3127, 2005, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Touche, LLP, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1998 and the related unaudited consolidated statements of income and of cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 7.1, neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property, other than sales in the ordinary course of business, permitted sales of inventory and sales of obsolete or worn out goods or equipment and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred condition of the Borrower and its consolidated Subsidiaries at December 31, 1998. (b) The operating forecast of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in this paragraphgood faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP. The Borrower has no reason to believe that as of the date of delivery such operating forecast was materially incorrect or misleading in any material respect, or omitted to state any material fact which would render them misleading in any material respect. The parties hereto acknowledge that all such forecasts and projections are based on various facts and assumptions which the Borrower believes are reasonable, but there can be no assurance that such facts or assumptions will materialize as anticipated, and the actual results may vary materially from such forecasts and projections.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Merisant Company and its consolidated Subsidiaries as at December 31, 20052006, and the related consolidated statements audited statement of income and of cash flows for the Fiscal Year ended on such dateDecember 31, 2006, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO ▇▇▇▇▇▇▇ LLP, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Merisant Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such the Fiscal YearYear then ended. The unaudited consolidated balance sheets sheet of the Borrower Merisant Company and its consolidated Subsidiaries as at March 31February 28, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements statement of income and cash flows for the 3two-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, copies of which have been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Merisant Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3two-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statementsFinancial Statements delivered in accordance with Section 4.1, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Amendment Closing Date, the Borrower and its none of Merisant Worldwide, Merisant Company or any of their respective Subsidiaries do not have has any material Guarantee ObligationsGuaranty Obligations (other than guaranties by the Subsidiary Guarantors under the Senior Subordinated Notes Indenture), contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in such February 28, 2007 financial statements. During the most recent financial statements referred period from December 31, 2006 to in this paragraphand including the date hereof there has been no Disposition by any of Holdings, the Borrower or any of their respective Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower ------------------- Parent and its consolidated Subsidiaries as at December March 31, 20052001 and March 31, 2000, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, as filed by the Parent with the United States Securities and Exchange Commission (and reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers), present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such daterespective dates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062001, and the related unaudited consolidated statements of income and cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, as filed by the Parent with the United States Securities and Exchange Commission, on the basis disclosed in the footnotes to such financial statements, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to the omission of certain footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm Chief Financial Officer of accountants the Parent, and disclosed therein in any such schedules and notes, and except with respect to interim financials, normal year-end audit adjustmentsthat such unaudited financial statements do not contain certain footnotes). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any All material Guarantee Obligations, material contingent liabilities and liabilities for taxes, or any all material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not which according to GAAP must be reflected in the most recent such financial statements referred to in this paragraphor the notes thereto, are so reflected.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on December 31, 2003 included in the Borrower’s annual report on Form 10-K for the fiscal year ended December 31, 2003 as filed with the SEC, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at December 31, 2003 and the consolidated results of their operations and their consolidated cash flows for the fiscal year ended December 31, 2003. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such datedate included in the Borrower’s quarterly report on Form 10-Q as filed with the SEC for the period ended March 31, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP2004, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Borrower’s independent certified public accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent annual and quarterly financial statements referred to in this paragraph. During the period from December 31, 2003 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of their businesses or Properties, taken as a whole.

Financial Condition. (a) The audited unaudited PRO FORMA consolidated balance sheet and statements of income and cash flows of the Borrower as at, or for the period ending, December 31, 1998 (but using October 31, 1998 latest twelve month figures for Certified) (the "PRO FORMA FINANCIAL STATEMENTS"), copies of which have heretofore been furnished to each Lender, have been prepared giving effect (as if such events had occurred on such date or at the beginning of such period, as applicable) to (i) the consummation of the Acquisitions, (ii) the loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly in all material respects on a PRO FORMA basis the estimated financial position of the Borrower as at, or for the period ending, December 31, 1998 (but using October 31, 1998 latest twelve month figures for Certified), assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as applicable. (b) The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Galaxy as at December August 31, 20051996, August 31, 1997 and August 31, 1998 and the related consolidated statements of income earnings and of retained earnings stockholders' equity and cash flows for the Fiscal Year fiscal years ended on such datedate reviewed by Rehman ▇▇▇▇▇▇, reported on by CPAs and accompanied by an unqualified report from Deloitte Consultants, P.C. (with respect to the August 31, 1996 financial statements) and Jenkens, Magnus, ▇▇▇▇ & Touche LLP▇▇▇▇▇▇▇ (with respect to the August 31, 1997 financial statements), present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Galaxy as at such date, and the consolidated results of its operations and its consolidated retained earnings, stockholders' equity and cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Galaxy as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20061998, and the related unaudited consolidated statements of income earnings and retained earnings, stockholders' equity and cash flows for the 3one-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Galaxy as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3one-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). During the period from September 30, 1998 to and including the date hereof there has been no Disposition by Galaxy of any material part of its business or property. (c) The audited consolidated balance sheets of Mid State as at December 31, 1995, December 31, 1996 and December 31, 1997, reported on by and accompanied by an unqualified report from ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLC and the audited consolidated balance sheet of Mid State as at September 30, 1998, reported on by and accompanied by an unqualified report from ▇▇▇▇▇▇ & Young LLP, and the related consolidated statements of earnings and of retained earnings, stockholders' equity and cash flows for the fiscal years ended on such dates (for nine months in the case of the September 30, 1998 balance sheet), present fairly in all material respects the consolidated financial condition of Mid State as at such date, and the consolidated results of its operations and its consolidated retained earnings, stockholders' equity and 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). During the period from September 30, 1998 to and including the date hereof there has been no Disposition by Mid State of any material part of its business or property. (d) The audited balance sheets of the entity to be acquired in the General Automation Acquisition as at December 31, 1997 and December 31, 1998, and the related statements of earnings and of retained earnings, stockholders' equity and cash flows for the fiscal years ended on such dates and December 31, 1996 reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the financial condition of such entity as at such date, and the results of its operations and its retained earnings, stockholders' equity and 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). During the period from December 31, 1998 to and including the date hereof there has been no Disposition by the entity to be acquired in the General Automation Acquisition of any material part of the business or property of such entity. (e) The audited combined balance sheets of the entities to be acquired in the Certified Acquisition as at October 31, 1997 and October 31, 1998, and the related combined statements of earnings and of retained earnings, stockholders' equity and cash flows for the fiscal years ended on such dates and on October 31, 1996 reported on by and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the combined financial condition of such entities as at such date, and the combined results of its operations and its combined retained earnings, stockholders' equity and 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). During the period from October 31, 1998 to and including the date hereof there has been no Disposition by the entities to be acquired in the Certified Acquisition of any material part of the business or property of such entities. (f) The audited balance sheets of the entity to be acquired in the Nationwide Acquisition as at December 31, 1998, May 31, 1998, and May 31, 1997, and the related statements of earnings and of retained earnings, stockholders' equity and cash flows for the fiscal years ended on such dates and May 31, 1996 reported on by and accompanied by unqualified reports from Ernst & Young LLP and Insero, Kasperski, ▇▇▇▇▇▇▇ & Co., P.C., present fairly in all material respects the financial condition of such entity as at such date, and the results of its operations and its retained earnings, stockholders' equity and cash flows for the respective fiscal years then ended (for seven months in the case of the December 31, 1998 balance sheet). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). During the period from December 31, 1998 to and including the date hereof there has been no Disposition by the entities to be acquired in the Nationwide Acquisition of any material part of the business or property of such entities. (g) As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries Precision Group Members do not have any material Guarantee Obligationsobligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (b) or (c) above, as the case may be, other than obligations pursuant to the Loan Documents.

Financial Condition. The audited consolidated balance sheets of the Borrower Holding and its consolidated Subsidiaries as at of December 31, 20052014, December 31, 2015 and December 31, 2016 and the related consolidated statements of income income, shareholders’ equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte Ernst & Touche Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The unaudited consolidated balance sheets sheet of the Borrower Holding and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 20062017, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (orthen ended, in the event the June 30, 2006 unaudited of Holding and its consolidated balance sheets are available, the 6-month period) then ended Subsidiaries (subject to the omission of footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsthe schedules and notes thereto, normal year-end audit adjustmentsas approved by a Responsible Officer of the Company, and disclosed in any such schedules and notes). As of During the Amended period from December 31, 2016 to and Restated including the Effective Date, the Borrower there has been no sale, transfer or other disposition by Holding and its consolidated Subsidiaries do not have of any material Guarantee Obligationspart of the business or property of Holding and its consolidated Subsidiaries, contingent liabilities taken as a whole, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesHolding and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to in this paragraphthe Lenders on or prior to the Effective Date.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Holdings as at of December 31, 20052001, December 31, 2002 and December 31, 2003 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at of such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings as of June 30, 2006 2004, and the related unaudited consolidated balance sheets are availablestatements of operations, cash flows and changes in shareholders equity for the 6-month period) six months then ended, present fairly the consolidated financial condition of Holdings as of such date, and the consolidated statements of operations and of cash flows for the six months then ended (subject to normal year-end audit adjustments). All such consolidated financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphthe preceding sentence (it being understood that with respect to Guarantee Obligations, the underlying debt is so reflected). During the period from December 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. (b) The Borrower has provided to the Administrative Agent (i) the audited combined balance sheets of Ameritech Publishing of Illinois, Inc. and Ameritech Publishing of Illinois Partners Partnership as of December 31, 2002 and December 31, 2003 and the related combined statements of income and of cash flows for each of the three years in the period ended December 31, 2003, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by Ernst & Young LLP and (ii) the audited balance sheets of DonTech II as of December 31, 2002 and December 31, 2003 and the related statements of operations and of cash flows for each of the three years in the period ended December 31, 2003, reported on without a "going concern" or like qualification or exception, or qualification arising out of the scope of the audit, by PricewaterhouseCoopers LLP. All such financial statements, including the related schedules and notes thereto, present fairly and accurately, in all material respects, the financial position, results of operations and cash flows of such entities on a combined or consolidated basis, as applicable, as of the dates and for the applicable periods indicated, in each case in conformity with GAAP consistently applied except as noted therein.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon of Ernst & Young, L.L.P. heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 1997 and their related consolidated statements of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the six month period ended on such datedate heretofore furnished to the Administrative Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, said dates and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, fiscal year and the related unaudited consolidated statements of income and cash flows for the 3-six month period on said dates, all in accordance with GAAP, as applied on a consistent basis (orsubject, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition case of the Borrower and its consolidated Subsidiaries as at such dateinterim financial statements, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material Guarantee ObligationsDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other obligation in respect of derivatives, that are not reflected provided for in the most recent financial Financial Statements, notes thereto and reports and registration statements referred to in this paragraphof the Borrower filed with the SEC. Since December 31, 1996, there has been no change or event having a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052011, June 30, 2012, and June 30, 2013, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062012, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Loan Party has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2012, to and including the date hereof, there has been no Disposition by any Loan Party of any material part of its business or property.

Financial Condition. (a) The Projected Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof and are based upon good faith estimates and assumptions believed by management of Holdings 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. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31of June 30, 20052017 and June 30, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPMarch 31, 2019 present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries as at March May 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062019, and the related unaudited consolidated statements of income and cash flows for the 3-five (5) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-trailing twelve (12) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and past due liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from June 30, 2018 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The Borrower has heretofore furnished to each Lender copies of (i) the audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 2003 and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported audited by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2004 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by and accompanied by an unqualified report from Deloitte & Touche LLPa Responsible Officer (the “Financial Statements”). The Financial Statements present fairly, present fairly in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dateDecember 31, 2003 and March 31, 2004 and present fairly, in all material respects, the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) periods then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnote disclosure). All such financial statementsThe Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except period involved. Except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsset forth on Schedule 4.1, normal year-end audit adjustments). As of the Amended and Restated Effective Date, neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at December 31, 2003 or at the date hereof, any material Guarantee ObligationsObligation, material contingent liabilities and liabilities liability or material liability for taxes, or any material long-term leases lease or unusual material forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 4.1, during the period from December 31, 2003 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Subsidiaries as of December 31, 2003.

Financial Condition. (a) [Reserved] (b) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Superholdings as at of December 31, 20052009, and the related consolidated statements of income and of cash flows comprehensive income and stockholders’ equity for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report reports from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Superholdings as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended. The unaudited condensed consolidated balance sheet of Superholdings as of March 31, 2010, and the related unaudited condensed consolidated statements of income and comprehensive income and cash flows for the three-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of Superholdings as of such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Restatement Date, the Borrower and its Subsidiaries do not have no Group Member had any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the Restatement Date there has been no Asset Disposition by the Borrower of any material part of its business or property.

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

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 20052004, December 31, 2005 and December 31, 2006 and the related consolidated statements of income operations and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at of such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in respective fiscal years then ended. The unaudited consolidated balance sheet of the event the Borrower as of June 30, 2006 2007, and the related unaudited consolidated balance sheets are availablestatements of operations, cash flows and changes in shareholders equity for the 6-month period) six months then ended, present fairly in all material respects the consolidated financial condition of the Borrower as of such date, and the consolidated statements of operations and of cash flows for the six months then ended (subject to normal year-end audit adjustments). All such consolidated financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligationsguarantee obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphthe preceding sentence (it being understood that with respect to guarantee obligations, the underlying debt is so reflected). During the period from December 31, 2006 to and including the date hereof there has been no disposition by the Borrower or any of its Subsidiaries of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition of the Borrower (including both predecessor and successor companies) and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at September 30, 2005, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly (or, on the basis disclosed in the event footnotes to such financial statements) in all material respects the June 30consolidated financial condition of the Borrower and its Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, excluding foreign currency ▇▇▇▇▇▇, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

Financial Condition. The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPdates, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended, subject to any write downs, write offs, charges and adjustments required as a result of the Restatements. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June September 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments and absence of footnotes and subject to any write downs, write offs, charges and adjustments, required as a result of the Restatements). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph (other than contingent liabilities arising in the ordinary course of business or as disclosed on Schedule 4.1(b)-1 or as heretofore disclosed by the Borrower in the 2003 Financial and Information Report filed with the SEC on October 26, 2006). Except as set forth on Schedule 4.1(b)-2, during the period from December 31, 2004 to and including the date hereof there has been no Disposition by the Borrower or its consolidated Subsidiaries of any material part of its business or Property.

Financial Condition. The audited consolidated Consolidated balance sheets of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at December 31, 20052014, and the related consolidated statements of income and of cash flows of the Guarantor for the Fiscal Year fiscal year ended on such date, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 20-F filed with the SEC on May 15, 2015, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated condensed Consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062015, and the related unaudited consolidated statements of income and cash flows of the Guarantor for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 6-K filed with the SEC on August 17, 2015, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Consolidated Subsidiaries as at such date, and the consolidated Guarantor's Consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Guarantor's accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from December 31, 2014, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31 2009, December 31, 20052010 and December 31, 2011, and the related consolidated statements of income operations and of cash flows for each of the Fiscal Year fiscal years in the three-year period ended on such dateDecember 31, 2011, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers LLP , independent public accountants, present fairly fairly, in all material respects respects, the consolidated financial condition position and results of operations and cash flows of the Parent Borrower as of such dates and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearperiods. The unaudited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062012, and the related unaudited consolidated statements of income operations and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, neither the Parent Borrower and nor any of its Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxesTaxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are 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. Except as disclosed prior to the date hereof in any filing on the Securities and Exchange Commission’s ▇▇▇▇▇ system (or any successor thereto) or any other publicly available database maintained by the Securities and Exchange Commission, during the period from December 31, 2011 to and including the date hereof there has been no Disposition by the Parent Borrower or any of its Subsidiaries of any material part of the business or property of the Parent Borrower, taken as a whole.

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

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20051996, December 31, 1997 and December 31, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at September 25, 1999, and the related unaudited consolidated statements of income and cash flows for the nine-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) period then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 4.1, as of the Amended and Restated Effective Datedate hereof, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. Except as set forth on Schedule 4.1, during the period from December 31, 1998 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property.

Financial Condition. (a) The audited unaudited pro forma consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31June 30, 2006 (the “Balance Sheet”), copies of which have been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Loans outstanding after giving effect to the Loans to be made on the Closing Date and the use of proceeds thereof, (ii) the Closing Date Transactions, and (iii) the payment of estimated fees and expenses in connection with the foregoing. (b) The audited consolidated balance sheets of Borrower and its consolidated Subsidiaries as at Fiscal Year end 2005, 2004 and 2003, and the related consolidated statements of income and of cash flows for the such Fiscal Year ended on such dateYears, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2006 and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes theretothereto (collectively, the “Historical Financial Statements”), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. (c) On and as of the Closing Date, the projections of Borrower and its Subsidiaries for the period Fiscal Year 2006 through and including Fiscal Year 2013 (the “Closing Date Projections”) are based on good faith estimates and assumptions made by the management of Borrower; provided that, the Closing Date Projections are not to be viewed as facts and that actual results during the period or periods covered by the Closing Date Projections may differ from such Closing Date Projections and that the differences may be material; provided further that, as of the Closing Date, management of Borrower believed that the Closing Date Projections were reasonable and attainable.

Financial Condition. The audited consolidated balance sheets of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at December 31September 30, 20052006, and the related consolidated statements of income and of cash flows of Sanmina-SCI for the Fiscal Year fiscal years ended on such datedates, reported contained in its Annual Report on by and accompanied by an unqualified report from Deloitte & Touche LLPForm 10-K filed with the SEC on January 3, 2007, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI's consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows of Sanmina-SCI for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, contained in its Quarterly Report on Form 10-Q filed with the SEC on August 6, 2007, present fairly in all material respects the consolidated financial condition of the Borrower Sanmina-SCI and its consolidated Subsidiaries as at such date, and the Sanmina-SCI's consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) respective fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of Sanmina-SCI's accountants and disclosed therein and except with respect subject to interim financials, normal year-end audit adjustmentsadjustments in the case of unaudited financial statements). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, material contingent liabilities and or material liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, 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 audited financial statements referred to in this paragraph. During the period from June 30, 2007, to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property that could reasonably be expected to result in a Material Adverse Effect.