Common use of Financial Condition Clause in Contracts

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Holdings and its Subsidiaries as at of the Fiscal Quarter ended June 30, 2011 2018 and related statement of income for the four Fiscal Quarter period ended on such date (the “Pro Forma Balance SheetFinancial Information”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred (x) on such date or the first day of the respective period, in the case of the statement of income, and (y) on the last day of such period, as applicablein the case of the consolidated balance sheet) to (i) the consummation of the AcquisitionTransactions occurring on the Original Closing Date, (ii) the Loans to be made on the Original Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses on the Original Closing Date in connection with the foregoing. The Pro Forma Balance Sheet and Financial Information presents fairly in all material respects on a pro forma basis (x) in the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light case of the circumstances when made. As pro forma consolidated balance sheet, the financial condition of Holdings and its Subsidiaries as of the date last day of the Pro Forma Balance SheetFiscal Quarter ended June 30, none 2018 assuming that the events specified in the preceding sentence had actually occurred at such date and (y) in the case of the Borrower or any related statement of income, the estimated results of operations of Holdings and its Subsidiaries has any material obligationfor the four Fiscal Quarter period ended June 30, contingent or otherwise, which was not reflected therein or 2018 assuming that the events specified in the notes thereto and which would have a Material Adverse Effect preceding sentence had actually occurred on the Borrower and its Subsidiaries, taken as a wholefirst day of such period. (i) The audited consolidated balance sheet sheets of Parent the First Acquired Business as at the last day of Fiscal Years 2015, 2016 and its Subsidiaries at December 312017, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows of the First Acquired Business for the fiscal years ended on such datesFiscal Years 2015, reported on by certified public accountants of nationally recognized standing2016 and 2017, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at the First Acquired Business for the Fiscal Quarters ending March 31, 2011 2018 and June 30, 2011 2018 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such datesincome, (iii) the audited consolidated balance sheet sheets of the Second Acquired Business as at the last day of Fiscal Years 2015, 2016 and its Subsidiaries at December 312017, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows of the Second Acquired Business for the fiscal years ended on such datesFiscal Years 2015, reported on by certified public accountants of nationally recognized standing 2016 and 2017 and (iv) the unaudited consolidated balance sheet of the Second Acquired Business and its Subsidiaries at for the Fiscal Quarters ending March 31, 2011 2018 and June 30, 20112018 and related statements of income, in each case, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries the First Acquired Business or Second Acquired Business, as applicable, as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods respective Fiscal Year then ended andended. All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently applied throughout the periods involved (except as noted therein) for the lack of footnotes and (B) in the case of clauses (iii) and (iv) above, being subject to year-end adjustments). To the knowledge of the BorrowerLoan Parties none of Holdings or any of its Restricted Subsidiaries has, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position as of the Acquired Business Original Closing Date after giving effect to the Transactions occurring on the Original Closing Date and its Subsidiaries as at such dateexcluding obligations under the Loan Documents, any material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and the consolidated results of their operations and cash flows for the fiscal periods then ended and, whether or not due) which are not reflected in the case of the most recent financial statements referred to in this paragraph as a result of any change, event, development, circumstance, condition or effect during the foregoing clause (iv), the portion of the fiscal year through March period from December 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout 2017 to and including the periods involved (except as noted therein)Original Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of Parent income of the Borrower and its consolidated Restricted Subsidiaries as at June of and for the 12 months ended September 30, 2011 2020 (the “Pro Forma Balance SheetFinancial Statements”) and ), copies of which have heretofore been furnished to the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30Administrative Agent, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each Financial Statements have been prepared in good faith and are based upon on assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at September 30, taken 2020, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ib) The audited consolidated balance sheet of Parent the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082019, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Ernst & Young LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31present fairly, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2020, June 30, 2020 and September 30, 2020, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such dates, and the consolidated results of its operations and its consolidated cash flow for the three-month periods then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein) and (B) in ), except that the case of clauses (iii) and (iv) above, interim financial statements are subject to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) of and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June September 30, 2011 2018 (including the notes thereto) (the “Pro Forma Income StatementFinancial Statements”) ), copies of which have heretofore been furnished to each Lender, have been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period (in the case of the statement of income)) to the consummation of the Filtration Acquisition and the incurrence of Indebtedness in connection therewith. The Pro Forma Financial Statements have been prepared in good faith based on information believed by the Parent Borrower as of the date of delivery thereof to be reasonable, and present fairly in all material respects the financial position of Parent Borrower and its Subsidiaries as of September 30, 2018, assuming that the events specified in the preceding sentence had occurred at such date or at the beginning of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (ib) The audited consolidated balance sheet sheets of the Parent Borrower and its Subsidiaries as at December 31, 2008, December 31, 2009 2016 and December 31, 2010 2017 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such datesDecember 31, 2015, 2016 and 2017, reported on by certified public accountants and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial position of nationally recognized standingthe Parent Borrower and its Subsidiaries as at such dates, (ii) and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at March 31, 2011 and June September 30, 2011 2018 and the related consolidated statements of operations income and of cash flows for the fiscal periods nine-month period ended on such datesdate, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended andended. All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and any notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) and approved by the aforementioned firm of accountants (B) in the case of clauses audited financial statements) or an officer of the Parent Borrower (iiiin the case of unaudited financial statements) and disclosed therein; provided that the unaudited financial statements need not contain footnotes). (ivc) above, to the knowledge The unaudited combined balance sheet of the BorrowerAcquired Companies as of, and the related statements of income and cash flow for the year ended December 31, 2017 presents fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated combined financial position of the Acquired Business and its Subsidiaries Companies as at such datedate and the income and cash flow for such fiscal year. The unaudited combined balance sheet of the Acquired Companies as of, and the consolidated results related statements of their operations income and cash flows flow for the fiscal periods then nine months ended andSeptember 30, 2018, presents fairly in all material respects the combined financial position of the Acquired Companies as at such date and the income and cash flow for such nine month period. All such financial statements, including the related schedules and any notes thereto, have been prepared in accordance with GAAP (except as may be noted therein or in the case notes thereto or as otherwise described in Section 3.7(b) of the Filtration Acquisition Agreement). (d) As of the date of the most recent financial statements referred to in the foregoing clause (ivSections 4.1(b), the portion Parent Borrower and its Subsidiaries did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that were not reflected in such financial statements, except as set forth on Part I of Schedule 4.1. During the fiscal year through March period from December 31, 2011 2017 to and including the date hereof, there has been no Disposition by the Parent Borrower of any material part of its business or June 30Property, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)set forth on Part II of Schedule 4.1.

Financial Condition. You have heretofore furnished to us a copy of FIRSTPLUS FINANCIAL GROUP INC.'s (ai) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) sheets and the unaudited pro forma consolidated income statement balance sheets of Parent and its consolidated Subsidiaries for the twelve-month period ending on June first three quarterly fiscal periods of such entity's fiscal year ended September 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 1997 and the related consolidated statements of operations, stockholders’ equity such entity's income and retained earnings and of such entity's cash flows and such entity's consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingprevious year, (ii) the unaudited consolidated balance sheet sheets and the consolidated balance sheets of Parent and its such entity's consolidated Subsidiaries at March 31, 2011 and June 30, 2011 for such fiscal year and the related consolidated statements of operations such entity's income and retained earnings and of such entity's cash flows and such entity's consolidated Subsidiaries for such fiscal year, setting forth in each case in comparative form the figures for the previous year, with the opinion thereon of Ernst & Young LLP and (iii) consolidated balance sheets and the consolidated balance sheets of such entity's consolidated Subsidiaries for its quarterly fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 20081996, December March 31, 2009 1997 and December 31June 30, 2010 1997 and the related consolidated statements of operations, stockholders’ equity such entity's income and retained earnings and of its cash flows and such entity's consolidated Subsidiaries for such quarterly fiscal periods, setting forth in each case in comparative form the figures for the fiscal years ended on previous year. All such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such financial statements are deemed furnished to Lenders)complete and correct and fairly present, (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent such entity and its such entity's Subsidiaries as at such date, and the consolidated results of their such entity's operations as at such dates and cash flows for the such fiscal periods then ended andperiods, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, all in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June on a consistent basis. Since September 30, 20111997, there has been no material adverse change in such entity's consolidated business, operations or financial condition and such entity's consolidated Subsidiaries taken as applicable, a whole from that set forth in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)said financial statements.

Financial Condition. (a) The unaudited pro forma consolidated ------------------- balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June September 30, 2011 1997 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at September 30, taken as a whole1997, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent and its Subsidiaries the Borrower (i) as at December 31, 20081996, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Ernst & Young L.L.P., (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries the Borrower as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods year then ended and, in the case ended. The audited consolidated balance sheet of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June Borrower as at September 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments 1997 and the absence related consolidated statements of footnotes) income and of cash flows for the nine month period ended on such date, reported on by and accompanied by an unqualified report from Ernst & Young L.L.P., present fairly the consolidated financial position condition of the Acquired Business and its Subsidiaries Borrower as at such date, and the consolidated results of their its operations and its consolidated cash flows for the nine month period then ended. The unaudited consolidated balance sheet of the Borrower as at November 30, 1997, and the related unaudited consolidated statements of income and cash flows for the fiscal periods eleven month period ended on such date, present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the eleven month period then ended and(subject to normal year-end audit adjustments and accounting adjustments described on Schedule 4.1). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (b). During the period from September 30, 1997 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or Property other than the Acquisition and subsequent merger.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) Financial Statements have each been prepared after giving effect (as if such events had occurred on such date or in the first day case of such period, as applicablethe balance sheets and the beginning of the period presented in the case of the statements of income and cash flows) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof thereof, and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As Borrowers as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any Parent and its consolidated Subsidiaries as of its Subsidiaries has any material obligationDecember 31, contingent or otherwise, which was not reflected therein or 2014 assuming that the events specified in the notes thereto preceding sentence had actually occurred at such date in the case of the balance sheets and which would have a Material Adverse Effect on at the Borrower beginning of the period presented in the case of the statements of income and its Subsidiaries, taken as a whole.cash flows (ib) The audited consolidated balance sheet sheets of the Parent (or its predecessor) and its Subsidiaries at as of December 31, 2008, December 31, 2009 2012 and December 31, 2010 2013, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Ernst & Young LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Parent and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent and its Subsidiaries as at December 31, 2014, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then three-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Parent and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods three-month period then ended and(subject to normal year‑end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except with respect to audited financial statements as noted approved by the aforementioned firm of accountants and disclosed therein)) subject in the case of unaudited financial statements to changes resulting from normal year-end adjustments and the absence of footnotes. No Group Member has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long‑term leases or unusual forward or long‑term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 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. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 2004 and December 31, 2010 2003 and the related consolidated statements of operations, stockholders’ equity operations and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Ernst & Young LLP, copies of each of which have heretofore been furnished to each Lender (Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2005 or, if disclosed in later and prior to the SEC FilingsClosing Date, the date of the Borrower’s most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such statements are deemed date, certified by a Responsible Officer, copies of which have heretofore been furnished to Lenders)each Lender, are complete and materially correct and present fairly (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect subject to interim reports, for normal year-end adjustments and the absence of footnotesaudit adjustments) the consolidated financial position condition of Parent 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 periods period then ended andended. All such annual financial statements, in including the case related schedules and notes thereto, were, as of the statements referred to in the foregoing clause (ii)date prepared, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) and (B) in approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of clauses (iii) Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and (iv) above, to footnotes required by GAAP for complete financial statements. In the knowledge opinion of the Borrower, fairly present in all material respects adjustments (exceptconsisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, with respect to interim reports, for normal year-end adjustments and at the absence of footnotes) the consolidated financial position date of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing clause (iv), statements or in the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)notes thereto.

Financial Condition. The Borrowers have heretofore furnished to each of the Banks the following: (ai) The unaudited pro forma the consolidated balance sheet of Parent AGFI and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 2007 and the related consolidated statements of operationsincome, stockholders’ equity capital funds and cash flows of AGFI and its Subsidiaries for the fiscal years year ended on such datessaid date, reported on by certified public accountants with the opinion thereon of nationally recognized standing, PricewaterhouseCoopers; and (ii) the unaudited consolidated balance sheet of Parent AGFI and its Subsidiaries at as of March 31, 2011 and June 30, 2011 2008 and the related consolidated statements of operations income and cash flows of AGFI and its Subsidiaries for the fiscal periods three-month period ended on such dates, said date. (iii) the audited consolidated balance sheet of the Acquired Business Company and its Subsidiaries at as of December 31, 2008, December 31, 2009 and December 31, 2010 2007 and the related consolidated statements of operationsincome, stockholders’ equity capital funds and cash flows of the Company and its Subsidiaries for the fiscal years year ended on such datessaid date, reported on by certified public accountants with the opinion thereon of nationally recognized standing and PricewaterhouseCoopers; and (iv) the unaudited consolidated balance sheet of the Acquired Business Company and its Subsidiaries at as of March 31, 2011 2008 and June 30the related consolidated statements of income and cash flows of the Company and its Subsidiaries for the three-month period ended on said date. All such financial statements present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent AGFI and its Subsidiaries or the Company and its Subsidiaries, as at such datethe case may be, and the consolidated results of their operations and cash flows for the fiscal periods then year and three-month period ended andon said dates (subject, in the case of such financial statements as at the statements referred to in the foregoing clause (ii), the portion end of the such fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) abovequarter, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) audit adjustments), all in conformity with generally accepted accounting principles. Since December 31, 2007, there has been no material adverse change in the consolidated financial position condition, operations or business taken as a whole of the Acquired Business AGFI and its Subsidiaries or the Company and its Subsidiaries, as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case may be, from that set forth in said respective financial statements as of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)said date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Holdings and its Subsidiaries as at June 30March 31, 2011 2018 (the “Pro Forma Balance Sheet”) and the unaudited related pro forma consolidated income statement statements of Parent operations of Holdings and its Subsidiaries for the twelve12-month period ending on June 30ended March 31, 2011 (the “Pro Forma Income Statement”) 2018, copies of which have heretofore been furnished to each Lender, has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingTransactions. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each has been prepared in good faith faith, based upon on assumptions believed by the Borrower Holdings to be reasonable at the time made in light of the circumstances when made. As as of the date of the delivery thereof, and presents fairly in all material respects on a Pro Forma Balance Sheet, none Basis the estimated pro forma financial position of the Borrower or any of Holdings and its Subsidiaries has any material obligationas at March 31, contingent or otherwise, which was not reflected therein or 2018 assuming that the events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The unaudited consolidated balance sheet at March 31, 2018 and related unaudited consolidated statements of operations and comprehensive loss, member’s equity and cash flows related to Holdings and its Subsidiaries for the three months ended March 31, 2018 present fairly in all material respects the financial condition of Holdings and its Subsidiaries as at such applicable date, and the results of its operations and its member’s equity and cash flows for three months then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (c) The unaudited consolidated balance sheet at March 31, 2018 and related unaudited consolidated statements of operations, stockholders’ deficit and cash flows related to Odeon Holdings, LLC and its Subsidiaries for the three months ended March 31, 2018 present fairly in all material respects the financial condition of Odeon Holdings, LLC and its Subsidiaries at such applicable date, and the results of its operations and stockholders’ deficit for the three months then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. (d) The audited consolidated balance sheet of Parent and its Subsidiaries sheets at December 31, 2008, December 31, 2009 2016 and December 31, 2010 2017 and the related consolidated statements of operations, stockholders’ equity deficit and cash flows related to the PA Borrower and its Subsidiaries (excluding Performance Matters) for the fiscal years ended December 31, 2016 and December 31, 2017, in each case reported on by and accompanied by an unqualified report as to going concern or scope of audit from Ernst & Young LLP, in each case, present fairly in all material respects the consolidated financial condition of PeopleAdmin and its Subsidiaries (other than Performance Matters LLC) as at such applicable date, and the combined results of its operations, stockholders’ deficit and cash flows for the respective fiscal years ended on then ended. All such datesfinancial statements, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and including the related consolidated statements of operations schedules and cash flows for the fiscal periods ended on such datesnotes thereto, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). (e) The audited consolidated balance sheets at December 31, 2016 and (B) December 31, 2017 and related consolidated statements of operations and comprehensive loss, member’s equity and cash flows related to Holdings and its Subsidiaries for the fiscal years ended December 31, 2016 and December 31, 2017, in the each case reported on by and accompanied by an unqualified report as to going concern or scope of clauses (iii) audit from Deloitte and (iv) aboveTouche LLP, to the knowledge of the Borrowerin each case, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Holdings and its Subsidiaries as at such applicable date, and the consolidated combined results of their operations its operations, stockholders’ deficit and cash flows for the respective fiscal periods then ended andended. All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30, 2011 2010 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited related pro forma consolidated statements of income statement and of Parent and its Subsidiaries for the twelve-month period ending cash flows ended on June 30such date, 2011 (the “Pro Forma Income Statement”) copies of which have heretofore been furnished to each Lender, have been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingforegoing (collectively, the “Transactions”). The Pro Forma Balance Sheet and the Pro Forma Income Statement were each related pro forma consolidated statements of income and of cash flows have been prepared in good faith based upon assumptions believed by on the best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at June 30, taken as a whole2010, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its consolidated Subsidiaries as at December 31, 20082007, December 31, 2009 2008 and December 31, 2010 2009, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from PricewaterhouseCoopers, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then 12-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods 12-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). 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. (a) The unaudited pro forma Parent Company has previously provided to Allied Capital a true and complete copy of the audited consolidated and supporting consolidating balance sheet of the Parent Company and its Subsidiaries as at June 30December 31, 2011 (the “Pro Forma Balance Sheet”) 2001, December 31, 2002 and December 31, 2003, and the unaudited pro forma related consolidated and supporting consolidating statements of income statement and cash flow of the Parent Company and its Subsidiaries for the twelve-fiscal years then ended (such consolidated statements referred to herein as the “Audited Financials”). The Audited Financials were prepared in accordance with GAAP, are true and correct in all material respects and fairly present the Parent Company’s and its Subsidiaries’ operations and their cash flows at such date and for the period then ended. The auditors have issued an unqualified statement to the Borrowers concerning the Audited Financials, a copy of which is included with the Audited Financials. (b) The Parent Company has previously provided to Allied Capital a true and complete copy of the preliminary unaudited consolidated and consolidating balance sheet of the Parent Company and its Subsidiaries as at February 29, 2004 and the related preliminary unaudited consolidated and consolidating statements of income and cash flow of the Parent Company and its Subsidiaries for the 2 month period ending on June 30, 2011 then ended (the “Pro Forma Income StatementInterim Financials”). The Interim Financials were prepared in accordance with GAAP (except that footnotes are omitted), are true and correct in all material respects and fairly present the Parent Company’s and its Subsidiaries’ operations and their cash flows at such date and for the period then ended, subject to normal and immaterial year-end adjustments. (c) have The Parent Company has previously provided Allied Capital with projected consolidated balance sheets of the Parent Company and its Subsidiaries as of the end of each been prepared after of fiscal years 2004 through 2006, giving effect (as if such events had occurred on such date or to the first day of such period, as applicable) to (i) the consummation incurrence of the Acquisition, (ii) the Loans to be made on the Closing Date full amount of Indebtedness contemplated under this Agreement and the use of the proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheetthereof, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsprojected cash flow and projected income for such fiscal year (the “Projected Statements”). The Projected Statements are based on estimates, stockholders’ equity information and cash flows for assumptions believed by the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 Credit Parties to be reasonable and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which Credit Parties have heretofore been furnished no reason to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended andbelieve, in the case light of conditions existing at the statements referred to time of delivery, that such projections are incorrect or misleading in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all any material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)respect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of Parent income of the Borrower and its consolidated Restricted Subsidiaries as at June of and for the 12 months ended March 30, 2011 2015 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects and on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at March 30, taken 2015, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082012, December 3130, 2009 2013 and December 3129, 2010 2014, and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly, in all material respects, the consolidated financial condition of nationally recognized standingthe Borrower and its consolidated Restricted Subsidiaries as at such date, (ii) 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 Parent the Borrower and its consolidated Restricted Subsidiaries as at March 30, 2015, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the 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 then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2011 2012, December 31, 2013 and June 30December 31, 2011 2014, and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31accompanied by an unqualified report from Ernst & Young LLP, 2011 and June 30present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal periods years then ended and, in the case ended. The unaudited consolidated balance sheet of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Target and its consolidated Subsidiaries as at March 31, 2011 or June 302015, 2011and the related unaudited consolidated statement of income, as applicablestockholders’ equity and cash flow for the three-month period ended on such date, in each casepresent fairly, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows flow for the fiscal periods three-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (d) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in clauses (b) and (c) above. Except as reflected in filings made by the Borrower or the Target with the SEC since December 29, 2014, during the period from December 29, 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.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its consolidated Restricted Subsidiaries as at of and for the 12 months ended June 30, 2011 2018 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Parent Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects and on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Parent Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at June 30, taken 2018, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ib) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082015, December 31, 2009 2016 and December 31, 2010 2017, and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from Mxxx Axxxx LLP, present fairly, in all material respects, the consolidated financial condition of nationally recognized standingthe Parent Borrower and its consolidated Restricted Subsidiaries as at such date, (ii) and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at March 31, 2011 2018 and June 30, 2011 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the respective three-month and six-month periods ended on each such date, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flow for the three-month and six-month periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31accompanied by an unqualified report from KPMG LLP, 2011 and June 30present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal periods years then ended and, in the case ended. The unaudited consolidated balance sheets of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Target and its consolidated Subsidiaries as at March 31, 2011 or 2018 and June 30, 20112018, as applicableand the related unaudited consolidated statements of income, in each casestockholders’ equity and cash flow for the three-month periods ended on such dates, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) abovepresent fairly, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Target and its consolidated Subsidiaries as at each such date, and the consolidated results of their its operations and its consolidated cash flows flow for the fiscal respective three-month and six-month periods then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its consolidated Restricted Subsidiaries as at of and for the 12 months ended June 30, 2011 2018 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Parent Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects and on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Parent Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at June 30, taken 2018, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ib) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082015, December 31, 2009 2016 and December 31, 2010 2017, and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from Xxxx Xxxxx LLP, present fairly, in all material respects, the consolidated financial condition of nationally recognized standingthe Parent Borrower and its consolidated Restricted Subsidiaries as at such date, (ii) and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at March 31, 2011 2018 and June 30, 2011 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the respective three-month and six-month periods ended on each such date, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flow for the three-month and six-month periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31accompanied by an unqualified report from KPMG LLP, 2011 and June 30present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal periods years then ended and, in the case ended. The unaudited consolidated balance sheets of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Target and its consolidated Subsidiaries as at March 31, 2011 or 2018 and June 30, 20112018, as applicableand the related unaudited consolidated statements of income, in each casestockholders’ equity and cash flow for the three-month periods ended on such dates, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) abovepresent fairly, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Target and its consolidated Subsidiaries as at each such date, and the consolidated results of their its operations and its consolidated cash flows flow for the fiscal respective three-month and six-month periods then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of Parent income of the Borrower and its consolidated Restricted Subsidiaries as at June of and for the 12 months ended March 30, 2011 2015 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects and on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at March 30, taken 2015, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082012, December 3130, 2009 2013 and December 3129, 2010 2014, and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly, in all material respects, the consolidated financial condition of nationally recognized standingthe Borrower and its consolidated Restricted Subsidiaries as at such date, (ii) 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 Parent the Borrower and its consolidated Restricted Subsidiaries as at March 30, 2015, and the related unaudited consolidated statement of income, stockholders’ equity and cash flow for the three-month period ended on such date, present fairly, in all material respects, the consolidated financial condition of the 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 then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (c) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2011 2012, December 31, 2013 and June 30December 31, 2011 2014, and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31accompanied by an unqualified report from Ernst & Young LLP, 2011 and June 30present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal periods years then ended and, in the case ended. The unaudited consolidated balance sheet of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Target and its consolidated Subsidiaries as at March 31, 2011 or June 302015, 2011and the related unaudited consolidated statement of income, as applicablestockholders’ equity and cash flow for the three-month period ended on such date, in each casepresent fairly, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows flow for the fiscal periods three-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (d) As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required by GAAP to be reflected on a balance sheet or in the notes thereto and that are not reflected in the most recent financial statements referred to in clauses (b) and (c) above. Except as reflected in filings made by the Borrower or the Target with the SEC since December 29, 2014, during the period from December 29, 2014 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) The Borrower has heretofore furnished to each Lender the unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30January 1, 2011 1999 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “"). The Pro Forma Income Statement”) have each Balance Sheet has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisitiontransactions expected to occur on the Closing Date, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as at January 1, 1999, assuming that the events specified in the preceding sentence had actually occurred at such date. The Pro Forma Balance Sheet, none Sheet reflects cash and cash equivalents of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or at least $750,000,000 and is substantially in the notes thereto and which would have a Material Adverse Effect on form previously provided to the Borrower and its Subsidiaries, taken as a wholeAdministrative Agent. (ib) The Borrower has heretofore furnished to each Lender a copy of the audited consolidated balance sheet combined financial statements of Parent the segments and its Subsidiaries at of GM constituting the Delphi Automotive Systems business of GM for the fiscal years of GM ended December 31, 2008, December 31, 2009 1996 and December 31, 2010 1997 and the related consolidated unaudited interim combined financial statements of operationsthe segments and Subsidiaries of GM constituting the Delphi Automotive Systems business of GM for each quarterly period ended subsequent to December 31, stockholders’ equity 1997 and cash flows on or prior to September 30, 1998. Such financial statements present fairly the financial condition and results of operations of the segments and Subsidiaries of GM constituting the Delphi Automotive Systems business of GM as of, and for the fiscal years and fiscal quarters ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filingson, such statements are deemed furnished to Lenders), dates in accordance with GAAP (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended andsubject, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) abovesuch quarterly statements, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments audit adjustments). Other than as disclosed in the Borrower's S-1 dated November 16, 1998, between December 31, 1997 and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such dateClosing Date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 there has been no development or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)event which has had a Material Adverse Effect.

Financial Condition. Borrower has heretofore delivered, or caused to be delivered, to Lenders, at Lenders' request, the following financial statements and information: (ai) The unaudited pro forma the audited consolidated balance sheet of Parent Borrower and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 20082000, December 31, 2009 1999 and December 31, 2010 1998 and the related consolidated statements of operationsincome, stockholders’ ' equity and cash flows of Borrower and its Subsidiaries for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingFiscal Years then ended, (ii) the unaudited consolidated balance sheet of Parent Borrower and its Subsidiaries as at March February 28, 2001 and the related unaudited consolidated statements of income, stockholders' equity and cash flows of Borrower and its Subsidiaries for the two months then ended, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2011 and June 30, 2011 2000 and the related consolidated statements of operations income, stockholders' equity and cash flows of BJI for the fiscal periods ended on such datesFiscal Year then ended, (iiiiv) the audited consolidated balance sheet of the Acquired Business BJI as at September 30, 2000, September 30, 1999 and its Subsidiaries at December 31September 30, 2008, December 31, 2009 and December 31, 2010 1998 and the related consolidated statements of operationsincome, stockholders’ ' equity and cash flows of BJI for the fiscal years ended on such datesFiscal Years then ended, reported on by certified public accountants of nationally recognized standing and (ivv) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the Acquired Business related unaudited consolidated statements of income and its Subsidiaries at March 31, 2011 and June 30, 2011, copies cash flows of each of which have heretofore been furnished to each Lender (if disclosed in BJI for the SEC Filings, two months then ended. All such statements are deemed furnished to Lenders)were prepared in conformity with GAAP and fairly present, (A) in the case of clauses (i) and (ii) above, fairly present in all material respects respects, the financial position (except, with respect to interim reports, for normal year-end adjustments on a consolidated basis) of the entities described in such financial statements as at the respective dates thereof and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows (on a consolidated basis) of the entities described therein for each of the fiscal periods then ended andended, subject, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) aboveany such unaudited financial statements, to the knowledge absence of the Borrower, fairly present in all material respects (except, with respect footnotes and to interim reports, for changes resulting from audit and normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business adjustments. Borrower and its Subsidiaries as at such date, do not (and will not following the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case funding of the statements referred to initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing clause financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (iv), the portion financial or otherwise) or prospects of the fiscal year through March 31, 2011 Borrower or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)any of its Subsidiaries.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Seller has delivered to the Purchaser true and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation correct copies of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The following: audited consolidated balance sheet sheets of Parent and its Subsidiaries at the Seller as of December 31, 2008, December 31, 2009 1995 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) 1994; the unaudited consolidated balance sheet of the Acquired Business Seller as of December 31, 1996 (the "Unaudited Balance Sheet"); audited consolidated statements of income, consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the years ended December 31, 1995 and December 31, 1994; and the unaudited consolidated statement of income, consolidated statement of retained earnings, and consolidated statement of cash flows of the Seller for the year ended December 31, 1996 (collectively the "Financial Statements"). Each such consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of the Seller and its Subsidiaries at March 31consolidated subsidiaries as of its date; each such consolidated statement of income and consolidated statement of retained earnings presents fairly the results of operations of the Seller and its consolidated subsidiaries for the period indicated; and each such consolidated statement of cash flows presents fairly the information purported to be shown therein, 2011 and June 30, 2011, copies of in each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) case subject in the case of clauses (i) such unaudited consolidated balance sheet, consolidated statement of income, consolidated statement of retained earnings, and (ii) above, fairly present in all material respects (except, with respect consolidated balance sheet to interim reports, for normal changes resulting from year-end adjustments and the absence of footnotes) the consolidated audit adjustments. The financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, this Section 4.1(c) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (exceptotherwise permitted by GAAP or, with respect to interim reportsfinancial statement footnotes, for normal year-end adjustments the rules and the absence of footnotes) the consolidated financial position regulations of the Acquired Business Securities and its Subsidiaries as at such date, Exchange Commission (the "Commission") and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, are in accordance with GAAP consistently applied throughout the periods involved books and records of the Seller and its consolidated subsidiaries. Since December 31, 1996 (except the "Reference Date"): (i) There has at no time been a material adverse change in the business, financial condition, or results of operations of the Seller and its consolidated subsidiaries, considered as noted thereina whole (including, without limitation, any adverse change in the rating of the Seller as a special servicer by any nationally recognized rating agency); (ii) Except as required or permitted by the terms of any outstanding series of Preferred Stock, neither the Seller nor any Subsidiary has authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or other outstanding equity interests or any direct or indirect redemption, purchase, or other acquisition of any stock of the Seller or any equity interest of any Subsidiary; (iii) The operations and business of the Seller and each Subsidiary have been conducted in all respects only in the ordinary course; and (iv) Neither the Seller nor any Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of material value.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30March 31, 2011 2004 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each has been prepared in good faith based upon assumptions believed by the Borrower based on information reasonably available to be reasonable at the time made in light of the circumstances when made. As Borrower as of the date of delivery thereof and presents fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at March 31, taken 2004, assuming that the events specified in the preceding sentence had actually occurred at such date and based on information readily available as a wholeof the date of preparation. (ib) The audited consolidated balance sheet sheets of Parent and its Subsidiaries Rhodia Phosphates Business as at December 31, 2008, December 31, 2009 2002 and December 31, 2010 2003 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by a report from PricewaterhouseCoopers LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries Rhodia Phosphates Business as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Rhodia Phosphates Business as at March 31, 2004, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then three-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Rhodia Phosphates Business and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods three-month period then ended and(subject to normal year-end adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except in the case of unaudited financial statements, normal year-end adjustments as noted approved by the aforementioned firm of accountants and disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Hanover and its consolidated Subsidiaries as at June September 30, 2011 2003 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the 2003 Notes and the Hanover Convertible Notes to be issued on the Closing Date and the use of proceeds thereof thereof, (ii) the termination of the 1999 Synthetic Lease and the Existing Credit Agreement and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower best information available to be reasonable at the time made in light of the circumstances when made. As Hanover as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the Pro Forma Balance Sheetestimated financial position of Hanover and its consolidated Subsidiaries as at September 30, none of 2003, assuming that the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent Hanover and its consolidated Subsidiaries as at December 31, 2008, December 31, 2009 2001 and December 31, 2010 2002, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from PricewaterhouseCoopers LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position conditions of Parent Hanover and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of Hanover and its consolidated Subsidiaries as at September 30, 2003, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then nine-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position conditions of the Acquired Business Hanover and its Subsidiaries consolidated Subsidiaries, as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Hanover, HCLP and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 30, 2003 to and including the date hereof there has been no Disposition by Hanover or any of its Subsidiaries, as applicable, of any material part of their business or property (other than to Hanover or any of its Subsidiaries).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 2001 and December 31, 2010 2000 and the related consolidated statements of operations, stockholders’ equity operations and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Ernst & Young LLP, copies of each of which have heretofore been furnished to each Lender (Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2002 or, if disclosed in later and prior to the SEC FilingsSigning Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such statements are deemed date, certified by a Responsible Officer, copies of which have heretofore been furnished to Lenders)each Lender, are complete and materially correct and present fairly (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect subject to interim reports, for normal year-end adjustments and the absence of footnotesaudit adjustments) the consolidated financial position condition of Parent 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 periods period then ended andended. All such annual financial statements, in including the case related schedules and notes thereto, were, as of the statements referred to in the foregoing clause (ii)date prepared, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) and (B) in approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of clauses (iii) Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and (iv) above, to footnotes required by GAAP for complete financial statements. In the knowledge opinion of the Borrower, fairly present in all material respects adjustments (exceptconsisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, with respect to interim reports, for normal year-end adjustments and at the absence of footnotes) the consolidated financial position date of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing clause (iv), statements or in the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)notes thereto.

Financial Condition. MCC has heretofore furnished to each of the Lenders the following: (a) The unaudited pro forma the audited consolidated balance sheet of Parent MCC and its Subsidiaries as at June 30December 31, 2011 (the “Pro Forma Balance Sheet”) 2004 and the unaudited pro forma related audited consolidated income statement statements of Parent income, retained earnings and cash flows of MCC and its Subsidiaries for the twelve-month period ending fiscal year ended on June 30said date, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light opinion thereon of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole.Deloitte & Touche LLP; (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (iib) the unaudited consolidated balance sheet of Parent MCC and its Subsidiaries as at March 31, 2011 and June September 30, 2011 2005 and the related unaudited consolidated statements of operations income, retained earnings and cash flows of MCC and its Subsidiaries for the fiscal periods three-month period ended on such dates, date; (iiic) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries Newspaper Entities as at December 31, 2008, December 31, 2009 and December 31, 2010 2004 and the related audited consolidated statements of operationsincome, stockholders’ equity retained earnings and cash flows of the Newspaper Entities for the fiscal years year ended on such datessaid date, reported on by certified public accountants with the opinion thereon of nationally recognized standing and Deloitte & Touche LLP; and (ivd) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries Newspaper Entities as at March 31, 2011 and June September 30, 20112005 and the related unaudited consolidated statements of income, copies retained earnings and cash flows of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, Newspaper Entities for the three-month period ended on such date. All such financial statements are deemed furnished to Lenders), (A) in the case of clauses (i) complete and (ii) above, correct and fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent MCC and its Restricted Subsidiaries (and of the Newspaper Entities) as at such date, said dates and the respective consolidated results of their operations and cash flows for the fiscal periods then year and three-month period ended andon said dates (subject, in the case of the such financial statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June as at September 30, 20112005, as applicable, in each case, to normal audit adjustments) all in accordance with GAAP consistently generally accepted accounting principles and practices applied throughout on a consistent basis. None of MCC or any of its Restricted Subsidiaries has on the periods involved (except as noted therein) and (B) date hereof any material contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments. Since December 31, 2004, there has been no material adverse change in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition, operations, business or prospects taken as a whole of MCC and its Restricted Subsidiaries (or of the Acquired Business and its Subsidiaries Newspaper Entities) from that set forth in said financial statements as at such said date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The unaudited pro forma condensed consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June September 30, 2011 1997 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionTransaction, (ii) the Loans to be made and the Second Priority Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at September 30, taken as a whole1997, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the LP Paper Company and Xxxxx-Xxxxx and its Subsidiaries as at December 31, 2008, December 31, 2009 1995 and December 31, 2010 1996 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Coopers & Xxxxxxx L.L.P., (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the LP Paper Company and its Xxxxx-Xxxxx and their respective Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of each of the LP Paper Company and Xxxxx-Xxxxx and their operations respective Subsidiaries as at October 31, 1997, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then ten-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii)certified by a Responsible Officer, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business LP Paper Company and its Xxxxx-Xxxxx and their respective Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods ten-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Except for the Loan Documents, the Timberlands Loan Documents and the Second Priority Note Security Documents, neither Xxxxx-Xxxxx nor the LP Paper Company nor any of their respective Subsidiaries individually or in the aggregate, has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements referred to in this paragraph (b). Except as set forth on Schedule 3.1(b), during the period from December 31, 1996 to and including the date hereof there has been no Disposition by either the LP Paper Company or Xxxxx-Xxxxx and its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its SubsidiariesConsolidated Subsidiaries as of September 30, taken 1995 and the related unaudited consolidated statements of income and cash flows for the nine months then ended (including such results of Santa Fe Pacific Corporation and its consolidated subsidiaries for the period only from September 22, 1995 through September 30, 1995), copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (b) of this subsection, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as a wholeof such date and their consolidated results of operations and cash flows for such nine-month period. (ib) The audited consolidated balance sheet of Parent the Burlington Northern Inc. and its Subsidiaries at consolidated subsidiaries as of December 31, 2008, December 31, 2009 and December 31, 2010 1994 and the related consolidated statements of operations, stockholders’ ' equity and cash flows for the fiscal years ended on such datesyear then ended, reported on by certified public accountants Coopers & Lybrxxx, xxpies of nationally recognized standingwhich have been delivered to each of the Lenders, (ii) fairly present, in conformity with GAAP, the unaudited consolidated balance sheet financial position of Parent Burlington Northern Inc. and its Subsidiaries at March 31consolidated subsidiaries as of such date and their consolidated results of operations, 2011 and June 30, 2011 and the related consolidated statements of operations changes in stockholders' equity and cash flows for the such fiscal periods ended on such dates, year. 40 (iiic) the audited The consolidated balance sheet of the Acquired Business Santa Fe Pacific Corporation and its Subsidiaries at consolidated subsidiaries as of December 31, 2008, December 31, 2009 and December 31, 2010 1994 and the related consolidated statements of operations, stockholders’ ' equity and cash flows for the fiscal years ended on such datesyear then ended, reported on by certified public accountants Price Waterhouse, copies of nationally recognized standing which have been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of Santa Fe Pacific Corporation and its consolidated subsidiaries as of such date and their consolidated results of operations, changes in stockholders' equity and cash flows for such fiscal year. (ivd) the The unaudited consolidated balance sheet of the Acquired Business Burlington Northern Inc. and its Subsidiaries at March 31, 2011 and consolidated subsidiaries as of June 30, 20111995 and the related consolidated statements of income and cash flows for the six months then ended, copies of which have been delivered to each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present present, in all material respects conformity with GAAP applied on a basis consistent with the financial statements referred to in paragraph (exceptb) of this subsection, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent Burlington Northern Inc. and its Subsidiaries consolidated subsidiaries as at of such date, date and the their consolidated results of their operations and cash flows for such six month period. (e) The unaudited consolidated balance sheet of Santa Fe Pacific Corporation and its consolidated subsidiaries as of June 30, 1995 and the fiscal periods related consolidated statements of income and cash flows for the six months then ended andended, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP applied on a basis consistent with the case of the financial statements referred to in the foregoing clause paragraph (ii)c) of this subsection, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business Santa Fe Pacific Corporation and its Subsidiaries consolidated subsidiaries as at of such date, date and the their consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)such six month period.

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders’ request, the following financial statements and information: (ai) The unaudited pro forma the audited consolidated and consolidating balance sheet sheets of Parent LVSI and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement each of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 20082001, December 31, 2009 2002, and December 31, 2010 2003, and the related consolidated and consolidating statements of operationsincome, stockholders’ equity and cash flows of LVSI, Venetian and their Subsidiaries for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingFiscal Year then ended, (ii) the unaudited consolidated and consolidating balance sheet sheets of Parent LVSI and its Subsidiaries as at March 31, 2011 2004 and June 30, 2011 2004, and the related unaudited consolidated and consolidating statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows of LVSI and its Subsidiaries for each such three-month period then ended, (iii) the unaudited consolidated and consolidating balance sheets of LVSI and its Subsidiaries (other than Excluded Subsidiaries) as at June 30, 2004, and the related unaudited consolidated and consolidating statements of income, stockholders’ equity and cash flows of LVSI and its Subsidiaries (other than Excluded Subsidiaries) for the fiscal years ended twelve months then ended, giving pro forma effect to the Refinancing, the Transactions and the initial credit extensions (under the Bank Facilities Agreement) on such dates, reported on by certified public accountants of nationally recognized standing the Closing Date (under and as defined in the Bank Facilities Agreement) and (iv) the unaudited consolidated and consolidating balance sheet sheets of the Acquired Business Phase II Mall Subsidiary Holding and its Subsidiaries Phase II Mall Subsidiary as at March 31, 2011 and June 30, 20112004, copies and the related unaudited consolidated and consolidating statements of each income, stockholders’ equity and cash flows of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, Phase II Mall Subsidiary Holding and Phase II Mall Subsidiary. All such statements are deemed furnished to Lenders)(other than pro forma statements) were prepared in conformity with GAAP and fairly present, (A) in the case of clauses (i) and (ii) above, fairly present in all material respects respects, the financial position (excepton a consolidated and, with respect to interim reportswhere applicable, for normal year-end adjustments consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the fiscal periods then ended andended, subject, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) aboveany such unaudited financial statements, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for changes resulting from audit and normal year-end adjustments adjustments. As of the date hereof, except for obligations under the Operative Documents and the absence of footnotes) Phase II Mall Contribution Documents, the consolidated financial position Borrowers do not (and will not following the funding of the Acquired Business and its Subsidiaries as at such dateinitial Loans) have any Contingent Obligation, and the consolidated results of their operations and cash flows contingent liability or liability for the fiscal periods then ended andtaxes, in the case of the statements referred to long-term lease or forward or long-term commitment that is not reflected in the foregoing clause (iv)financial statements or the notes thereto and which in any such case is material in relation to the business, the portion operations, properties, assets, financial condition or prospects of the fiscal year through March 31, 2011 or June 30, 2011, Borrowers and their Subsidiaries taken as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)a whole.

Financial Condition. The Borrower has heretofore furnished to GOF the following financial statements: (ai) The the audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries and the related audited consolidated statements of operations, shareholders' equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 29, 2001, reported on by Ernst & Young LLP; (ii) the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries and the related unaudited consolidated statements of operations, shareholders' equity (deficit) and cash flows of the Borrower and its consolidated Subsidiaries for the nine-month period ended September 28, 2002; and (iii) pro forma consolidated balance sheet sheets of Parent the Borrower and its Subsidiaries consolidated Subsidiaries, and related consolidated statements of shareholders' equity (deficit) as at June 30December 28, 2011 (the “Pro Forma Balance Sheet”) 2002, which balance sheets and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) statements reflect the consummation of the AcquisitionPlan as if the same had been consummated on said date. All such financial statements fairly present the respective actual or pro forma financial condition, (ii) as applicable, of the Loans to be made on Borrower and its consolidated Subsidiaries as at the Closing Date respective dates, and the use respective actual results of proceeds thereof operations for the respective periods ended on said respective dates, all in accordance with GAAP and (iii) practices applied on a consistent basis; provided that, as to projections, the payment of fees Borrower and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each its consolidated Subsidiaries represent only that such projections have been prepared in good faith based upon on estimates and assumptions believed by the Borrower and its consolidated subsidiaries to be reasonable at the time made in light of the circumstances when made. As as of the date of the Pro Forma Balance Sheet, none such projections were prepared. None of the Borrower or any of its Subsidiaries has on the date hereof any material obligationcontingent liabilities, contingent material liabilities for Taxes, material unusual forward or otherwiselong-term commitments or material unrealized or anticipated losses from any unfavorable commitments, which was not except as referred to or reflected therein or provided for in said respective balance sheets as at said respective dates. Since September 28, 2002, there has been no material adverse change in the notes thereto and which would have a Material Adverse Effect on financial condition, operation, business or prospects of the Borrower and its Subsidiaries, consolidated Subsidiaries taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed whole from that set forth in the SEC Filings, such respective financial statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) Financial Statements have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionTransactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof thereof, and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each Financial Statements have been prepared in good faith based upon on assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any Borrower, Holdings and their respective Subsidiaries as of its Subsidiaries has any material obligationthe date of delivery thereof, contingent or otherwise, which was not reflected therein or assuming that the events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Borrower, Holdings and its their consolidated Subsidiaries at as of December 31, 20082016, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent Borrower, Holdings and its their consolidated Subsidiaries as at such date, and the consolidated results of their its operations and consolidated cash flows for the fiscal periods year then ended andended. The unaudited statements of income of Borrower, in the case of the statements referred to in the foregoing clause (ii), the portion of Holdings and their consolidated Subsidiaries for the fiscal year through quarters ended March 31, 2011 or 2017, June 30, 20112017 and September 30, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, 2017 present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower, Holdings and its their consolidated Subsidiaries as at such date, and the consolidated results of their its operations and cash flows for the fiscal periods then ended andthree, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 six or June 30, 2011nine month period, as applicable, in each casethen ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)GAAP.

Financial Condition. (a) The unaudited pro forma State Auto Mutual has heretofore furnished to each of the Lenders consolidated balance sheet sheets of Parent State Auto Financial and its Subsidiaries as at December 31, 2000 and the related consolidated statements of income, retained earnings and cash flows of State Auto Financial and its Subsidiaries for the fiscal year ended on said date, with the opinion thereon of Ernst & Young LLP, and the unaudited consolidated balance sheets of State Auto Financial and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 2001 and the related consolidated statements of operationsincome, stockholders’ equity retained earnings and cash flows of State Auto Financial and its Subsidiaries for the fiscal years three-month period ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated date. All such financial statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent State Auto Financial and its Subsidiaries as at such date, said dates and the consolidated results of their operations and cash flows for the fiscal periods then year and three-month period ended andon said dates (subject, in the case of such financial statements as at June 30, 2001, to normal year-end audit adjustments), all in accordance with generally accepted accounting principles and practices applied on a consistent basis. None of State Auto Financial nor any of its Material Subsidiaries has on the statements date hereof any material contingent liabilities, liabilities for -15- taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheets as at said dates. Since June 30, 2001, there has been no material adverse change in the foregoing clause consolidated financial condition, operations, business or prospects taken as a whole of State Auto Financial and its Subsidiaries from that set forth in said financial statements as at June 30, 2001. (ii), b) State Auto Mutual has heretofore furnished to each of the portion Lenders the annual Statutory Statement of each Insurance Entity for the fiscal year through March ended December 31, 2011 or 2000, and the quarterly Statutory Statement of each Insurance Entity for the fiscal quarter ended June 30, 2011, as applicable2001, in each casecase as filed with the Applicable Insurance Regulatory Authority. All such Statutory Statements present fairly in all material respects the financial condition of each Insurance Entity as at, and the results of operations for, the fiscal year ended December 31, 2000, and fiscal quarter ended June 30, 2001, in accordance with GAAP consistently applied throughout statutory accounting practices prescribed or permitted by the periods involved (except as noted therein) and (B) Applicable Insurance Regulatory Authority. Since June 30, 2001, there has been no material adverse change in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition, operations, business or prospects taken as a whole of the Acquired Business and its Subsidiaries State Auto Mutual from that set forth in said Statutory Statement as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)2001.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June September 30, 2011 2004, (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at September 30, taken as a whole2004, assuming that the events specified in the preceding sentence had actually occurred at such date (except in each case for the effects of fair value adjustments to the acquired tangible and intangible assets and liabilities required by purchase accounting principles). (ib) The audited consolidated balance sheet sheets of Parent the Company and its Subsidiaries as at December 31, 20082003, December 31, 2009 2002 and December 31, 2010 2001 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from KPMG LLP, present fairly in all material respects the consolidated financial condition of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent Company and its Subsidiaries as at March 31, 2011 such dates and June 30, 2011 and the related their consolidated statements results of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the then ended. The unaudited consolidated balance sheet of the Acquired Business Company and its Subsidiaries as at March 31, 2011 and June September 30, 20112004, copies and the related unaudited consolidated statements of each of which have heretofore been furnished to each Lender (if disclosed in income and cash flows for the SEC Filingsnine-month period ended on such date, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects the consolidated financial condition of the Company and its Subsidiaries as at such date and their consolidated results of operations and consolidated cash flows for the nine-month period then ended (except, with respect subject to interim reports, for normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes (if any) the consolidated financial position of Parent and its Subsidiaries as at such datethereto, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein) and (B) ). As of the Closing Date, no Group Member has any material Guarantee Obligations, contingent liabilities or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated most recent financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in this paragraph other than as contemplated by the foregoing clause (iv)Loan Documents and Related Agreements. During the period from October 1, 2004 to and including the portion date hereof there has been no Disposition by the Company or any of the fiscal year through March 31, 2011 its Subsidiaries of any material part of its business or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Holdings and its Subsidiaries as at of the Fiscal Quarter ended June 30, 2011 2018 and related statement of income for the four Fiscal Quarter period ended on such date (the “Pro Forma Balance SheetFinancial Information”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred (x) on such date or the first day of the respective period, in the case of the statement of income, and (y) on the last day of such period, as applicablein the case of the consolidated balance sheet) to (i) the consummation of the AcquisitionTransactions, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses on the Closing Date in connection with the foregoing. The Pro Forma Balance Sheet and Financial Information presents fairly in all material respects on a pro forma basis (x) in the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light case of the circumstances when made. As pro forma consolidated balance sheet, the financial condition of Holdings and its Subsidiaries as of the date last day of the Pro Forma Balance SheetFiscal Quarter ended June 30, none 2018 assuming that the events specified in the preceding sentence had actually occurred at such date and (y) in the case of the Borrower or any related statement of income, the estimated results of operations of Holdings and its Subsidiaries has any material obligationfor the four Fiscal Quarter period ended June 30, contingent or otherwise, which was not reflected therein or 2018 assuming that the events specified in the notes thereto and which would have a Material Adverse Effect preceding sentence had actually occurred on the Borrower and its Subsidiaries, taken as a wholefirst day of such period. (i) The audited consolidated balance sheet sheets of Parent the Acquired Business as at the last day of Fiscal Years 2015, 2016 and its Subsidiaries at December 312017, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such datesFiscal Years 2015, reported on by certified public accountants of nationally recognized standing 2016 and 2017, and (ivii) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at for the Fiscal Quarters ending March 31, 2011 2018 and June 30, 20112018 and related statements of income, in each case, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries the Acquired Business as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods respective Fiscal Year then ended andended. All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP (without giving effect to the parenthetical set forth in the definition thereof) applied consistently applied throughout the periods involved (except as noted therein) for the lack of footnotes and (B) in the case of clauses (iii) and (iv) above, being subject to year-end adjustments). To the knowledge of the BorrowerLoan Parties none of Holdings or any of its Restricted Subsidiaries has, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position as of the Acquired Business Closing Date after giving effect to the Transactions and its Subsidiaries as at such dateexcluding obligations under the Loan Documents, any material liabilities or obligations of any nature whatsoever (whether absolute, accrued, contingent or otherwise and the consolidated results of their operations and cash flows for the fiscal periods then ended and, whether or not due) which are not reflected in the case of the most recent financial statements referred to in this paragraph as a result of any change, event, development, circumstance, condition or effect during the foregoing clause (iv), the portion of the fiscal year through March period from December 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout 2017 to and including the periods involved (except as noted therein)Closing Date.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 2000 and December 31, 2010 1999 and the related consolidated statements of operations, stockholders’ equity operations and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Ernst & Young LLP, copies of each of which have heretofore been furnished to each Lender (Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2001 or, if disclosed in later and prior to the SEC FilingsSigning Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such statements are deemed date, certified by a Responsible Officer, copies of which have heretofore been furnished to Lenders)each Lender, are complete and materially correct and present fairly (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect subject to interim reports, for normal year-end adjustments and the absence of footnotesaudit adjustments) the consolidated financial position condition of Parent 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 periods period then ended andended. All such annual financial statements, in including the case related schedules and notes thereto, were, as of the statements referred to in the foregoing clause (ii)date prepared, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) and (B) in approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of clauses (iii) Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and (iv) above, to footnotes required by GAAP for complete financial statements. In the knowledge opinion of the Borrower, fairly present in all material respects adjustments (exceptconsisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, with respect to interim reports, for normal year-end adjustments and at the absence of footnotes) the consolidated financial position date of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing clause (iv), statements or in the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)notes thereto.

Financial Condition. (a) The unaudited pro forma PRO FORMA consolidated and consolidating balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June September 30, 2011 2001 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "PRO FORMA BALANCE SHEET"), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of the Pro Forma Balance Sheet, none delivery thereof and on good faith estimates and assumptions reasonably believed by it to be reasonable as of the Borrower or any date of its Subsidiaries has any material obligationdelivery thereof, contingent or otherwise, which was not reflected therein or in and presents fairly on a PRO FORMA basis the notes thereto and which would have a Material Adverse Effect on the estimated financial position of Borrower and its Subsidiariesconsolidated Subsidiaries as at September 30, taken as a whole2001, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its consolidated Subsidiaries as at December 31, 2008, December 31, 2009 1999 and December 31, 2010 2000, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Ernst & Young, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2001, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then nine-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Except as set forth in SCHEDULE 4.1(b), as of the Closing Date the Parents, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, material contingent liabilities and material 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 51 existed as of the date of but are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 30, 2001 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or Property other than those Dispositions by TSI prior to the Merger permitted by the Acquisition Agreement.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30December 28, 2011 2013 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionRefinancing, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and thereof, (iii) the loans to be made under the Revolving Credit Facility Agreement on the Closing Date and the use of proceeds thereof and (iv) the payment of costs, premiums, fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each has been prepared in good faith by the Borrower based upon on the assumptions used to prepare the pro forma financial information in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the delivery date to be reasonable at reasonable), and presents fairly in all material respects on a pro forma basis the time made in light estimated financial position of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at December 28, taken as a whole2013, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent and its Subsidiaries the Borrower as at December 3129, 20082012, December 31, 2009 2011 and December 31January 1, 2010 2011, and the related consolidated statements of operations, stockholders’ equity earnings and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of nationally recognized standingthe Borrower as at each such date, (ii) and the unaudited consolidated balance sheet results of Parent its operations and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the respective fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the then ended. The unaudited consolidated balance sheet of the Acquired Business Borrower as at September 28, 2013, and its Subsidiaries at March 31the related unaudited consolidated statements of earnings and cash flows for the nine-month period ended on such date, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries the Borrower as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) approved by the aforementioned firm of accountants and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 1997 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Ernst & Young LLP, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) complete and (ii) above, correct and present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent 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 periods year then ended and, in the case ended. The unaudited consolidated balance sheet of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Borrower and its consolidated Subsidiaries as at March 31, 2011 or June 301998, 2011or, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) if later and (B) in the case of clauses (iii) and (iv) above, prior 38 33 to the knowledge Signing Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of income and of cash flows for the fiscal period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and materially correct and present fairly present in all material respects (except, with respect subject to interim reports, for normal year-end adjustments and the absence of footnotesaudit adjustments) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal periods period then ended andended. All such annual financial statements, in including the case related schedules and notes thereto, were, as of the statements referred to in the foregoing clause (iv)date prepared, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of the Borrower, all adjustments (consisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent the Guarantor and its Subsidiaries at as of December 31, 2008, December 31, 2009 and December 31, 2010 1997 and the related consolidated statements of income, operations, stockholders’ shareholders' equity and cash flows for the fiscal years ended on such datesyear then ended, reported on by certified public accountants a copy of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet which has been delivered to each of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), Banks: (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise expressly noted therein) and , subject to ordinary, good faith year end audit adjustments; (B) in fairly present the case of clauses (iii) and (iv) above, to the knowledge financial condition of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business Guarantor and its Subsidiaries as at such dateof the date thereof and results of operations for the period covered thereby; and (C) include all material indebtedness and other liabilities, direct or contingent, of the Guarantor and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (ii) The unaudited consolidated financial statements of the Guarantor and its Subsidiaries dated June 30, 1998, and the related consolidated results statements of their operations income or operations, shareholders' equity and cash flows for the fiscal periods then quarter ended andon that date, in the case a copy of which has been delivered to each of the statements referred to in the foregoing clause Banks: (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, A) were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise expressly noted therein), subject to ordinary, good faith year end audit adjustments; (B) fairly present the financial condition of the Guarantor and its Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (C) include all material indebtedness and other liabilities, direct or contingent, of the Guarantor and its consolidated Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Contingent Obligations. (iii) Since December 31, 1997, there has been no Material Adverse Effect.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at March 31, 2005 (including the notes thereto) as filed as an exhibit to the Borrower’s 8-K filed with the SEC on June 3016, 2011 2005 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisitionacquisition of the capital stock of META Group, Inc. and (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As after due inquiry as of the date of delivery thereof, and presents fairly, in all material respects, on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at March 31, taken as a whole2005, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its consolidated Subsidiaries as at December 31, 20082002, December 31, 2009 2003 and December 31, 2010 and the related consolidated statements of operations2004, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and of cash flows for the fiscal periods year ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 20082002, the year ended December 31, 2009 2003, and the year ended December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates2004, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31accompanied by an unqualified report from KPMG LLP, 2011 and June 30present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal periods then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2005, and the related unaudited consolidated statements of operations and cash flows for the fiscal periods then three-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii)present fairly, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods three-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from 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. (ai) The unaudited pro forma consolidated balance sheet audited Consolidated and consolidating financial statements of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent Borrower and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at fiscal years ended December 31, 20082002, December 312003 and 2004, 2009 and December 31, 2010 and together with the related consolidated Consolidated and consolidating statements of income or operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet financials of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows Acquired Business’s historical results for the fiscal periods years ended on such datesDecember 31, 2002, 2003 and 2004, (iii) the audited consolidated balance sheet unaudited Consolidated and consolidating financial statements of the Borrower and its Subsidiaries and of the Acquired Business and its Subsidiaries at December for the twelve-month period ending March 31, 20082005, December 31, 2009 and December 31, 2010 and together with the related consolidated Consolidated and consolidating statements of income or operations, stockholders’ equity and cash flows for the fiscal years ended twelve-month period ending on such dates, reported on by certified public accountants of nationally recognized standing date and (iv) the an unaudited consolidated opening Consolidated balance sheet of the Acquired Business Borrower and its Subsidiaries at dated March 31, 2011 2005, after giving effect to the making of the Loans and June 30, 2011, copies application of each of which have heretofore been furnished to each Lender (if disclosed in proceeds thereof and the SEC Filings, such statements are deemed furnished to Lenders), Acquisition: (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise expressly noted therein) and ; (B) in fairly present the case of clauses (iii) and (iv) above, to the knowledge financial condition of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments Borrower and the absence of footnotes) the consolidated financial position of its Subsidiaries and the Acquired Business and its Subsidiaries as at such date, and of the consolidated results of their operations and cash flows for the fiscal periods then ended anddate thereof (subject, in the case of the statements referred unaudited financial statements, to in normal year-end adjustments) and results of operations for the foregoing clause period covered thereby; and (iv)C) show all material Indebtedness and other liabilities, the portion direct or contingent, of the fiscal Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and contingent obligations. (b) The 5-year projections of the Borrower and its Subsidiaries through March 31, 2011 20___giving effect to the Acquisition delivered to the Lenders on or June 30, 2011, as applicable, prior to the Closing Date have been prepared in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)good faith based upon reasonable assumptions.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet sheets of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 1997 and December 31, 2010 1996 and the related consolidated statements of operations, stockholders’ changes in equity (deficit) and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Deloitte & Touche LLP, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their changes in equity (deficit) and consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 1998 and the related unaudited consolidated statements of operations, changes in equity (deficit) and cash flows for the three-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations operations, their changes in equity (deficit) and their consolidated cash flows for the fiscal periods three-month period then ended and, in the case (subject to normal year-end audit adjustments). (b) The consolidated pro forma balance sheet of the Borrower and its consolidated Subsidiaries as of March 31, 1998 (the "Pro Forma Balance Sheet"), certified by a Responsible Officer, a copy of which has heretofore been furnished to each Lender, presents fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as of March 31, 1998 after giving effect to the Refinancing. (c) All financial statements referred to in the foregoing clause preceding paragraphs (iia) and (b), including the portion of the fiscal year through March 31related schedules and notes thereto, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) and (B) in approved by such accountants or Responsible Officer, as the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such datemay be, and the consolidated results of their operations and cash flows for the fiscal periods then ended as disclosed therein and, in the case of unaudited financial statements, except for ordinary year end audit adjustments and the statements referred absence of footnotes thereto). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Pro Forma Balance Sheet and after giving effect to the Refinancing, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, except as reflected in the foregoing clause Pro Forma Balance Sheet or in the notes thereto. Except as disclosed in the 1997 10-K or the Confidential Information Memorandum, during the period from December 31, 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 (iv), including any capital stock of any other Person) material in relation to the portion consolidated financial condition of the fiscal year through March Borrower and its consolidated Subsidiaries at December 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)1997.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business Borrowers and its their consolidated Subsidiaries as at March 31, 2011 and June November 30, 20112010 (including the notes thereto, if any) (the “Balance Sheet”), copies of each of which have heretofore been furnished to each Lender Lender. The Balance Sheet has been prepared based on the best information available to the Borrowers as of the date of delivery thereof, and presents fairly the combined financial position of the Borrowers and their consolidated Subsidiaries as at November 30, 2010. (if disclosed in b) The unaudited consolidated balance sheets of MAPCO Express and its consolidated Subsidiaries as at September 30, 2010, and the SEC Filingsrelated consolidated statements of income and of cash flows for the period ended on such date, such statements are deemed copies of which have heretofore been furnished to Lenders)each Lender, (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent MAPCO Express and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows as at such date. The audited consolidated balance sheets of MAPCO Express and its consolidated Subsidiaries as at December 31, 2009, and the related consolidated statements of income and of cash flows for the fiscal periods then year ended andon such date, in the case reported on by and accompanied by an unqualified report from Ernst & Young LLP, copies of the statements referred which have heretofore been furnished to in the foregoing clause (ii)each Lender, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business MAPCO Express and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods year then ended andended. All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Except as set forth on Schedule 4.1(b), the Borrowers and their Subsidiaries, taken as a whole, do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation Each of the Acquisition, financial statements described below (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished provided to each Lender (if disclosed the Administrative Agent for distribution to the Lenders) have been prepared in accordance with GAAP consistently applied throughout the SEC Filingsperiods covered thereby, such statements are deemed furnished to Lenders)complete and correct in all material respects and present fairly, (A) in all material respects, the financial condition and results from operations of the entities and for the periods specified, subject in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect interim company-prepared statements to interim reports, for normal year-end adjustments and the absence of footnotes: (a) the audited consolidated financial position balance sheets of Parent the Borrower and its consolidated Subsidiaries dated as at such dateof June 30, 1999, June 30, 2000 and June 30, 2001, together with the related audited statements of income, stockholders' equity and cash flows for the respective fiscal years then ended, certified by Ernst & Young LLP, certified public accountants; (b) the unaudited, company-prepared balance sheets of the Borrower and its consolidated results Subsidiaries dated as of their operations December 31, 2001, together with the related unaudited, company-prepared statements of income, stockholders' equity and cash flows for the fiscal periods quarter then ended and, in ended; (c) the case audited consolidated balance sheets of the Acquired Company dated as of January 2, 2000, December 31, 2000 and December 30, 2001, together with the related audited statements of income and stockholders' equity for the respective fiscal years then ended, certified by Ernst & Young LLP, certified public accountants; (d) the audited consolidated balance sheet of the Acquired Company dated as of September 30, 2001, together with the related audited statements of income and stockholders' equity for the nine month period then ended, certified by Ernst & Young LLP, certified public accountants; and (e) after the Closing Date, the annual and quarterly financial statements provided in accordance with Sections 7.1(a) and (b). The Pro Forma Statements are based upon reasonable assumptions made known to the Lenders and upon information not known to be incorrect or misleading in any material respect. The representations regarding the financial statements referred to in the foregoing clause immediately preceding subsections (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted thereinc) and (Bd) in the case of clauses (iii) and (iv) above, are only made to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position Responsible Officers of the Acquired Business and its Subsidiaries Borrower as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)date such representation is made.

Financial Condition. (a) The unaudited pro forma Borrower has heretofore furnished to each of the Lenders the consolidated balance sheet of Parent the Borrower and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) 1996 and the unaudited pro forma related consolidated income statement statements of Parent earnings, cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the twelve-month period ending fiscal year ended on June 30said date, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingopinion thereon of Ernst & Young LLP. The Pro Forma Balance Sheet and All such financial statements fairly present, in all material aspects, the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light consolidated financial condition of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such said date, and the consolidated results of their operations and cash flows for the fiscal periods then year ended andon said date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, all in accordance with GAAP consistently applied throughout the periods involved GAAP. (except as noted thereinb) and (B) in the case of clauses (iii) and (iv) above, The Borrower has heretofore furnished to the knowledge each of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and Lenders the absence of footnotes) the unaudited consolidated financial position balance sheet of the Acquired Business Borrower and its Subsidiaries as at March 31, 1997 and the related unaudited consolidated statements of earnings, cash flows and changes in shareholders' equity of the Borrower and its Subsidiaries for the nine month period ended on said date. All such financial statements fairly present, in all material aspects, the consolidated financial condition of the Borrower and its Subsidiaries, as at said date, and the consolidated results of their operations and cash flows for the fiscal periods then nine month period ended andon said date, all in the case of the statements referred to in the foregoing clause accordance with GAAP. (iv), the portion of the fiscal year through c) Since March 31, 2011 1997, there has been no material adverse change in the ability of the Borrower to perform its obligations hereunder or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)rights and obligations of the Lenders hereunder.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of Parent income of the Borrower and its consolidated Restricted Subsidiaries as at June of and for the 12 months ended September 30, 2011 2020 (the “Pro Forma Balance SheetFinancial Statements”) and ), copies of which have heretofore been furnished to the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30Administrative Agent, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each Financial Statements have been prepared in good faith and are based upon on assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole.consolidated Restricted 96 (ib) The audited consolidated balance sheet of Parent the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082019, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Xxxxx & Young LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31present fairly, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Restricted Subsidiaries as at March 31, 2020, June 30, 2020 and September 30, 2020, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Borrower and its consolidated Restricted Subsidiaries (prior to giving effect to the consummation of the Transactions) as at such dates, and the consolidated results of its operations and its consolidated cash flow for the three-month periods then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein) and (B) in ), except that the case of clauses (iii) and (iv) above, interim financial statements are subject to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 2002 and December 31, 2010 2001 and the related consolidated statements of operations, stockholders’ equity operations and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Ernst & Young LLP, copies of each of which have heretofore been furnished to each Lender (Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2003 or, if disclosed in later and prior to the SEC FilingsSigning Date, the date of the Borrower's most recent publicly available Form 10-Q and the related unaudited consolidated statements of operations and of cash flows for the fiscal period ended on such statements are deemed date, certified by a Responsible Officer, copies of which have heretofore been furnished to Lenders)each Lender, are complete and materially correct and present fairly (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect subject to interim reports, for normal year-end adjustments and the absence of footnotesaudit adjustments) the consolidated financial position condition of Parent 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 periods period then ended andended. All such annual financial statements, in including the case related schedules and notes thereto, were, as of the statements referred to in the foregoing clause (ii)date prepared, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) and (B) in approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). The quarterly financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of clauses (iii) Regulation S-X under the Securities Act of 1933. Accordingly, such quarterly statements do not include all of the information and (iv) above, to footnotes required by GAAP for complete financial statements. In the knowledge opinion of the Borrower, fairly present in all material respects adjustments (exceptconsisting only of normal recurring accruals) considered necessary for a fair presentation have been included. Neither the Borrower nor any of its consolidated Subsidiaries had, with respect to interim reports, for normal year-end adjustments and at the absence of footnotes) the consolidated financial position date of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements most recent balance sheet referred to above, any material Guarantee Obligation, material contingent liability or material liability for taxes, or any material long-term lease or material unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing clause (iv), statements or in the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)notes thereto.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Parent Borrower and its consolidated Restricted Subsidiaries as at of and for the 12 months ended June 30, 2011 2018 (including the notes thereto) (the “Pro Forma Balance SheetFinancial Statements”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoingtherewith. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Parent Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects and on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Parent Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at June 30, taken 2018, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ia) The audited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082015, December 31, 2009 2016 and December 31, 2010 2017, and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from Xxxx Xxxxx LLP, present fairly, in all material respects, the consolidated financial condition of nationally recognized standingthe Parent Borrower and its consolidated Restricted Subsidiaries as at such date, (ii) and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet sheets of the Parent Borrower and its consolidated Restricted Subsidiaries as at March 31, 2011 2018 and June 30, 2011 2018, and the related unaudited consolidated statements of income, stockholders’ equity and cash flow for the respective three-month and six-month periods ended on each such date, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its consolidated Restricted Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flow for the three-month and six-month periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures. (b) The audited consolidated balance sheets of the Target and its consolidated Subsidiaries as at December 31, 2015, December 31, 2016 and December 31, 2017, and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31accompanied by an unqualified report from KPMG LLP, 2011 and June 30present fairly, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Target and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal periods years then ended and, in the case ended. The unaudited consolidated balance sheets of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Target and its consolidated Subsidiaries as at March 31, 2011 or 2018 and June 30, 20112018, as applicableand the related unaudited consolidated statements of income, in each casestockholders’ equity and cash flow for the three-month periods ended on such dates, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) abovepresent fairly, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Target and its consolidated Subsidiaries as at each such date, and the consolidated results of their its operations and its consolidated cash flows flow for the fiscal respective three-month and six-month periods then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and are lacking footnote disclosures.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Seller has delivered to the Purchaser true and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation correct copies of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The following: audited consolidated balance sheet sheets of Parent and its Subsidiaries at the Seller as of December 31, 2008, December 31, 2009 1996 (the "Last Balance Sheet) and December 31, 2010 and the related 1995; audited consolidated statements of operationsincome, stockholders’ equity consolidated statements of retained earnings, and consolidated statements of cash flows of the Seller for the fiscal years ended on such datesDecember 31, reported on by certified public accountants of nationally recognized standing1996 and December 31, (ii) 1995; and the unaudited consolidated balance sheet (the "Unaudited Balance Sheet"), consolidated statement of Parent income, consolidated statement of retained earnings, and its Subsidiaries at March 31, 2011 and June consolidated statement of cash flows of the Seller for the nine months ended September 30, 2011 and 1997 (collectively the related consolidated statements of operations and cash flows for the fiscal periods ended on "Financial Statements"). Each such dates, (iii) the audited consolidated balance sheet presents fairly the financial condition, assets, liabilities, and stockholders' equity of the Acquired Business Seller and its Subsidiaries at December 31, 2008, December 31, 2009 consolidated subsidiaries as of its date; each such consolidated statement of income and December 31, 2010 consolidated statement of retained earnings presents fairly the results of operations of the Seller and its consolidated subsidiaries for the related period indicated; and each such consolidated statements statement of operations, stockholders’ equity and cash flows for presents fairly the fiscal years ended on such datesinformation purported to be shown therein, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of in each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) case subject in the case of clauses (i) such unaudited consolidated balance sheet, consolidated statement of income, consolidated statement of retained earnings, and (ii) above, fairly present in all material respects (except, with respect consolidated balance sheet to interim reports, for normal changes resulting from year-end adjustments and the absence of footnotes) the consolidated audit adjustments. The financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, this Section 2.1(c) have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (exceptotherwise permitted by GAAP or, with respect to interim reportsfinancial statement footnotes, for normal year-end adjustments the rules and the absence of footnotes) the consolidated financial position regulations of the Acquired Business Securities and its Subsidiaries as at such date, Exchange Commission (the "Commission") and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, are in accordance with GAAP consistently applied throughout the periods involved books and records of the Seller and its consolidated subsidiaries. Except as set forth on Schedule 2.1(c), since September 30, 1997 (except the "Reference Date"): (i) There has at no time been a material adverse change in the business, financial condition, or results of operations of the Seller and its consolidated subsidiaries, considered as noted thereina whole (including, without limitation, any adverse change in the rating of the Seller as a special servicer by any nationally recognized rating agency); (ii) Except as required by the terms of any outstanding series of Preferred Stock, neither the Seller nor any Subsidiary has authorized, declared, paid, or effected any dividend or liquidating or other distribution in respect of its capital stock or other outstanding equity interests or any direct or indirect redemption, purchase, or other acquisition of any stock of the Seller or any equity interest of any Subsidiary; (iii) The operations and business of the Seller and each Subsidiary have been conducted in all respects only in the ordinary course; and (iv) Neither the Seller nor any Subsidiary has suffered an extraordinary loss (whether or not covered by insurance) or waived any right of material value.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30March 31, 2011 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionTransactions, (ii) the Loans to be made and the Senior Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at March 31, taken as a whole2011, assuming that the events specified in the preceding sentence had actually occurred at such date (subject to normal year-end audit adjustments and the absence of footnotes). (ib) The audited consolidated balance sheet sheets of Parent and its Subsidiaries the Borrower as at December 31, 2008, December 31, 2009 and December 31, 2010 2010, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years Fiscal Years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Ernst & Young LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their 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 at March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then three-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods three-month period then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted disclosed therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June September 30, 2011 2004 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made and the Senior Subordinated Notes to be issued on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by and best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and reflects on a pro forma basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at September 30, 2004, assuming that the events specified in the preceding sentence (and the other events specified in the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole) had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Target and its Subsidiaries as at December 31, 2008, December 31, 2009 2002 and December 31, 2010 2003, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on accompanied by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011an unqualified report from Deloitte & Touche LLP, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Target and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Target and its Subsidiaries as at September 30, 2004, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then nine-month period ended andon such date, in the case copies of the statements referred which have heretofore been furnished to in the foregoing clause (ii)each Lender, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Target and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted thereinapproved by the aforementioned firm of accountants and disclosed therein and except for the absence of notes and normal year-end adjustments in the unaudited financial statements). As of the most recent financial statements referred to in this Section 4.1(b), Holdings, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, 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 Holdings, the Borrower or any of its Subsidiaries of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) Financial Statements have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof thereof, and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet Financial Statements have been prepared based on the information available to the Borrower as of the date of delivery thereof and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable when made and at the time made so furnished, and present fairly in light all material respects on a pro forma basis the Borrower’s good faith estimate of the circumstances when made. As financial position of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower Holdings and its Subsidiariesconsolidated Subsidiaries as of March 31, taken 2019, 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 wholematerial amount. (ib) The audited consolidated balance balances sheet of Parent Holdings and its Subsidiaries at as of December 31, 2008, December 31, 2009 2016 and December 31, 2010 2017, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants present fairly in all material respects the consolidated financial condition of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent Holdings and its Subsidiaries as at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) and the audited consolidated balance sheet results of the Acquired Business its operations and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the then ended. The unaudited consolidated balance sheet of the Acquired Business Holdings and its Subsidiaries as at March December 31, 2011 2018, and June 30the related unaudited consolidated statements of income and cash flows for the 12-month period ended on such date, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent Holdings and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the 12-month period then ended. The unaudited, internally prepared consolidated balance sheet of Holdings and its Subsidiaries as at April 30, 2019, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then 12-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Holdings and its Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods 12-month period then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein)) and subject to, in the case of unaudited financial statements, normal year-end adjustments and the absence of footnotes. No Group Member has, as of the Closing Date, any material Guarantee Obligations, material contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that (x) are not reflected in the most recent financial statements referred to in this Section4.1(b) or (y) have been incurred after the date of such financial statements and have not been disclosed to the Lenders. During the period from December 31, 2017 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 Company has delivered to Administrative Agent and Lenders, at Lender's request, the audited balance sheet and related statements of Parent income, retained earnings, cash flow, and changes in stockholders' equity for the Company and its Subsidiaries as at of June 30, 2011 (2002, and for the “Pro Forma Balance Sheet”) Fiscal Year then ended, accompanied by the report thereon of the Company's independent certified public accountants, PricewaterhouseCoopers LLP. The Company has also delivered to Administrative Agent and Lenders the unaudited balance sheet and related statements of income and cash flow for Company and its Subsidiaries and the unaudited pro forma Holding Co. and its Subsidiaries as of August 31, 2002. All such financial statements have been prepared in accordance with GAAP and fairly present (on a consolidated basis) the financial position of the Company and its Subsidiaries (or the Holding Co. and its Subsidiaries, as applicable) as at the dates thereof and their results of operations for each of the periods then ended (except with respect to the financial statements dated August 31, 2002, for the absence of applicable footnotes and subject to normal year-end audit adjustments). The Company has delivered to Administrative Agent and Lenders, at Lenders' request: (A) projected monthly balance sheets, income statement statements and statements of Parent cash flows for the Company and its Subsidiaries for the twelve-month period ending on from November 30, 2002 through June 30, 2011 2003, and (B) projected annual balance sheets, income statements and statements of cash flows for the “Pro Forma Income Statement”) have each been prepared after giving effect Company and its Subsidiaries and the Holding Co. and its Subsidiaries for the Fiscal Years ending in 2003 through 2006. Such projections represent the Company's good faith estimate of the future financial performance of the Company and its Subsidiaries (as if such events had occurred on such date or the first day of such periodHolding Co. and its Subsidiaries, as applicable) to (i) for the consummation periods set forth therein. Such projections have been prepared on the basis of the Acquisitionassumptions set forth therein, which the Company believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to Administrative Agent and Lenders and based on good faith estimates of the Company. As of the Closing Date, the Holding Co. and its Subsidiaries on a consolidated basis do not have (iiand will not have following the funding of the initial Loans) any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that, as of the Loans Closing Date, is not reflected in the financial statements described in the preceding paragraphs or the notes thereto and that, in any such case, is material in relation to be made the business, operations, properties, assets, condition (financial or otherwise) or prospects of the Holding Co. and its Subsidiaries on a consolidated basis. As of the Closing Date, the Company does not have any obligations in existence as of the Closing Date which do not constitute Indebtedness under GAAP in effect on the Closing Date and which the use of proceeds thereof and (iii) Company expects will constitute Indebtedness under GAAP after the payment of fees and expenses Closing Date due to currently proposed changes in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholeGAAP. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 1997 and December 31, 1998, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Pricewaterhouse Coopers LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, present fairly in all material respects the consolidated (b) As of the date hereof, the Borrower and its Subsidiaries do not have any 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 could, in the aggregate, reasonably be expected to have a Material Adverse Effect. During the period from December 31, 1998, 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. (c) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30, 2011 1999 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly on a pro forma basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and 1999, assuming that the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed events specified in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as preceding sentence had actually occurred at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein).

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Harvard and its consolidated Subsidiaries as at June September 30, 2011 1998 (including the notes thereto) (the “"Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iiiii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly on a pro forma basis the Pro Forma Balance Sheetestimated financial position of Harvard and its consolidated Subsidiaries as at September 30, none of 1998, assuming that the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent Harvard and its Subsidiaries as at December 31September 30, 20081996, December 31September 30, 2009 and December 31, 2010 1997 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by a qualified report from Price Waterhouse LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent Harvard and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Harvard and its Subsidiaries as at June 30, 1998, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then nine-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Harvard and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). The Borrowers and their Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, which are not reflected in the most recent financial statements, including any notes thereto, referred to in this paragraph. During the period from September 30, 1997 to and including the date hereof there has been no Disposition by the Borrowers or their Subsidiaries of any material part of their business or Property except as set forth on Schedule 4.1.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet sheets of Parent Essent and its Subsidiaries at as of December 31, 20082013, December 31, 2009 2014 and December 31, 2010 2015 and the related consolidated statements of operationsincome, cash flows and stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of nationally recognized standingEssent as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (iiexcept as disclosed therein). During the period from December 31, 2015 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) the unaudited The audited consolidated balance sheet sheets of Parent Essent Re and its Subsidiaries at March as of December 31, 2011 2013 and June 302014, 2011 and the related consolidated statements of operations and income, cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ stockholder’s equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of nationally recognized standing Essent Re as at such dates, and (iv) the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet sheets of the Acquired Business Essent Re and its Subsidiaries as at March 31, 2011 and 2015, June 30, 20112015 and September 30, copies 2015, and the related unaudited consolidated statements of each of which have heretofore been furnished to each Lender (if disclosed in income, cash flows and stockholder’s equity for the SEC Filingsthree-, six- and nine-month periods then ended on such statements are deemed furnished to Lenders)dates, (A) in the case of clauses (i) and (ii) aboverespectively, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent Essent Re and its Subsidiaries as at such datedates, and the consolidated results of their its operations and its consolidated cash flows for the fiscal three-, six- and nine-month periods then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). (c) Essent has heretofore furnished to the Lenders, with respect to each Regulated Insurance Company, copies of the annual Statutory Statements as of December 31, 2013 and 2014 for the fiscal years then ended, and copies of the quarterly Statutory Statements as of March 31, 2015, June 30, 2015 and September 30, 2015 for the fiscal quarters then ended, in each case as filed with the Applicable Insurance Regulatory Authority (Bcollectively, the “Historical Statutory Statements”); provided, that the Statutory Statement of a Regulated Insurance Company shall not be required to be delivered for any year or quarter that such Regulated Insurance Company was not a Subsidiary of Essent. The Historical Statutory Statements (including, without limitation, the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in accordance with SAP (except as may be reflected in the case of clauses (iii) notes thereto and (iv) abovesubject, with respect to the relevant quarterly statements, to the knowledge absence of the Borrowernotes required by SAP and to normal year-end 39 adjustments), fairly present were in compliance in all material respects (except, with respect to interim reports, for normal year-end adjustments the applicable Requirements of Law when filed and present fairly in all material respects the financial condition of the respective Regulated Insurance Companies covered thereby as of the respective dates thereof and the absence results of footnotes) the consolidated financial position operations, changes in capital and surplus and cash flow of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows respective Regulated Insurance Companies covered thereby for the fiscal respective periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)ended.

Financial Condition. (a) The unaudited pro forma PRO FORMA consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30September 28, 2011 1997 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement "PRO FORMA BALANCE SHEET"), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionRecapitalization, (ii) the use of proceeds of the Loans to be made made, and the Senior Notes and Common Stock to be issued, on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and has been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and presents fairly on a PRO FORMA basis the Pro Forma Balance Sheet, none estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at September 28, taken as a whole1997, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its consolidated Subsidiaries as at December 31January 1, 20081995, December 31, 2009 1995 and December 3129, 2010 1996, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from Xxxxxx Xxxxxxxx LLP, present fairly the consolidated financial condition of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent Borrower and its consolidated Subsidiaries as at March 31such dates, 2011 and June 30, 2011 and the related consolidated statements results of its operations and its consolidated cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the respective fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the then ended. The unaudited consolidated balance sheet of the Acquired Business Borrower and its consolidated Subsidiaries as at March 31September 28, 2011 and June 301997, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence related unaudited consolidated statements of footnotes) income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial position condition of Parent the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to normal year-end audit adjustments). All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business ). The Borrower and its Subsidiaries as at such datedo not have any material Guarantee Obligations, contingent liabilities and the consolidated results 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 their operations and cash flows for the fiscal periods then ended andderivatives, which are not reflected in the case of the most recent financial statements referred to in this paragraph (b). During the foregoing clause (iv)period from December 29, 1996 to and including the portion date hereof there has been no Disposition by the Borrower or any of the fiscal year through March 31its consolidated Subsidiaries of any material part of its business or Property, 2011 or June 30other than its sale of Properties to DavCo Restaurants, 2011Inc. on July 14, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)1997.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Holdings and its consolidated Subsidiaries as at June September 30, 2011 2006 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionAcquisitions, (ii) the Loans to be made on the Closing Date and the Loans to be made on any Delayed Draw Dates and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information available to Holdings and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As its Subsidiaries as of the date of delivery thereof, and presents fairly on a pro forma basis the Pro Forma Balance Sheetestimated financial position of Holdings and its consolidated Subsidiaries as at September 30, none of 2006, assuming that the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent Holdings and its consolidated Subsidiaries as at December 31June 30, 20082004, December 31June 30, 2009 2005 and December 31June 30, 2010 2006, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Ernst & Young LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as at July 31, 2006 and August 31, 2006, and the related unaudited consolidated statements of income and cash flows for the fiscal one-month and two-month periods then ended andon such dates, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal one-month and two-month periods then ended and(subject to normal year-end audit and quarter end adjustments and the absence of footnotes). All such audited financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent audited financial statements referred to in this paragraph. During the period from June 30, 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. Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (ai) The unaudited pro forma the audited consolidated and consolidating balance sheet sheets of Parent Company and its Subsidiaries as at June 30April 25, 2011 (the “Pro Forma Balance Sheet”) 1999 and the unaudited pro forma related consolidated income statement and consolidating statements of Parent income, stockholders' equity and cash flows of Company and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the AcquisitionFiscal Year then ended, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated and consolidating balance sheet sheets of Parent Lady Luck and its Subsidiaries as at December 31, 2008, December 31, 2009 and December 31, 2010 1998 and the related consolidated and consolidating statements of operationsincome, stockholders’ ' equity and cash flows of Lady Luck and its Subsidiaries for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such datesyear then ended, (iii) the audited unaudited consolidated and consolidating balance sheet sheets of the Acquired Business Company and its Subsidiaries as at December 31October 24, 2008, December 31, 2009 and December 31, 2010 1999 and the related unaudited consolidated and consolidating statements of operationsincome, stockholders’ ' equity and cash flows of Company and its Subsidiaries for the fiscal years ended on such datesnine months then ended, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated and consolidating balance sheet sheets of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent Lady Luck and its Subsidiaries as at such dateSeptember 30, 1999 and the related unaudited consolidated and consolidating statements of income, stockholders' equity and cash flows of Lady Luck and its Subsidiaries for the nine months then ended. All such statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position (on a consolidated and, where applicable, consolidating basis) of the entities described in such financial statements as at the respective dates thereof and the results of their operations and cash flows (on a consolidated and, where applicable, consolidating basis) of the entities described therein for each of the fiscal periods then ended andended, subject, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) aboveany such unaudited financial statements, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for changes resulting from audit and normal year-end adjustments adjustments. Company does not (and will not following the absence of footnotes) the consolidated financial position funding of the Acquired Business and its Subsidiaries as at such dateinitial Loans) have any Contingent Obligation, and the consolidated results of their operations and cash flows contingent liability or liability for the fiscal periods then ended andtaxes, in the case of the statements referred to long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing clause financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (iv), the portion financial or otherwise) or prospects of the fiscal year through March 31, 2011 Company or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)any of its Subsidiaries.

Financial Condition. (a1) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Consolidated Subsidiaries at December 31, 20081995, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and of cash flows and of changes in stockholders' equity for the fiscal years year ended on such datesthat date, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent Borrower and its Consolidated Subsidiaries as at such that date, and the consolidated results of their operations and their consolidated cash flows for the fiscal periods year then ended. (2) The consolidated balance sheet of Borrower and its Consolidated Subsidiaries at September 30,1996, and the related consolidated statements of operations, of cash flows and of changes in stockholders' equity for the three fiscal quarters ended andon that date, in the case of the statements referred which have been furnished to in the foregoing clause (ii)each Lender, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its Consolidated Subsidiaries as at such that date, and the consolidated results of their operations and their consolidated cash flows for the fiscal periods year then ended andended. (3) The unaudited pro forma consolidated balance sheet of Borrower and its Consolidated Subsidiaries, as at September 30, 1996, certified by an Authorized Officer, copies of which have been furnished to each Lender, represents in all material respects the case pro forma consolidated financial condition of each of Borrower and its Consolidated Subsidiaries as at that date after giving effect to the Common Stock Offering, the Approved Notes Offering, and the initial extensions of credit under this Agreement; PROVIDED, THAT, the financial information which constitute projections, copies of which have been furnished to each Lender prior to the Closing Date, were prepared in good faith on the basis of the statements assumptions stated therein, which assumptions were believed by Borrower to be reasonable in all material respects at the time made and which Borrower believes are reasonable in all material respects on the date hereof. (4) The consolidated balance sheet and other financial statements, referred to in the foregoing clause SECTIONS 7.01(A)(1) and (iv2), including the portion of the fiscal year through March 31related schedules and notes thereto, 2011 or June 30, 2011, as applicable, in each case, were prepared in accordance with GAAP applied consistently applied throughout the periods involved period involved. Neither Borrower nor any of its Consolidated Subsidiaries had, at the date of the balance sheet, any material obligation, contingent liability, or liability for Taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the statement or in the notes thereto to the extent required by GAAP. During the period from January 1, 1997, to and including the date of this Agreement there has been no sale, transfer, or other disposition by 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 (except as noted therein)including any capital stock of any other Person) material in relation to the consolidated financial condition of Borrower and its Consolidated Subsidiaries at December 31, 1996.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet Each of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation audited consolidated financial statements of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower Company and its Subsidiaries, taken as a whole. (i) The audited consolidated balance sheet of Parent and its Restricted Subsidiaries at dated December 31, 20082011, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholdersshareholders’ equity and cash flows for the fiscal years Fiscal Year ended on such datesthat date, reported on by certified PricewaterhouseCoopers LLP, independent public accountants of nationally recognized standing, and (ii) the unaudited consolidated balance sheet financial statements of Parent the Company and its Restricted Subsidiaries at March 31, 2011 and dated June 30, 2011 2012, and the related consolidated statements of operations and cash flows for the fiscal periods ended on such datesincome, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholdersshareholders’ equity and cash flows for the fiscal years period ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses that date: (i) and (ii) above, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of Parent and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, were prepared in accordance with GAAP consistently applied throughout the periods involved (period covered thereby, except as otherwise expressly noted therein) and (B) , subject, in the case of clauses (iii) and (iv) abovesuch unaudited financial statements, to ordinary, good faith year end and audit adjustments and the knowledge absence of the Borrower, footnote disclosure; (ii) fairly present in all material respects the financial condition, results of operations, cash flows and changes in shareholders’ equity of the Company and its Restricted Subsidiaries as of the date thereof and results of operations for the period covered thereby; and (exceptiii) show all material indebtedness and other liabilities, direct or contingent, of the Company and its consolidated Restricted Subsidiaries as of the date thereof. (b) Each of (i) the December 31, 2011 Annual Statement of each Insurance Subsidiary, (ii) the March 31, 2012 Quarterly Statement of each Insurance Subsidiary and (iii) the June 30, 2012 Quarterly Statement of each Insurance Subsidiary (collectively, the “Historical Statutory Statements”): (i) were prepared in accordance with SAP, except as may be reflected in the notes thereto and subject, with respect to interim reportsthe Quarterly Statements, for to the absence of notes required by SAP and to normal year-end adjustments adjustments; and (ii) were in all material respects, in compliance with applicable Requirements of Law when filed and present fairly in all material respects the absence of footnotes) the consolidated financial position condition of the Acquired Business respective Insurance Subsidiaries covered thereby as of the respective dates thereof and its changes in Capital and Surplus of the respective Insurance Subsidiaries as at such date, and the consolidated results of their operations and cash flows covered thereby for the fiscal respective periods then ended and, ended. Except for liabilities and obligations disclosed or provided for in the case Historical Statutory Statements (including, without limitation, reserves, policy and contract claims and statutory liabilities), no Insurance Subsidiary had, as of the statements referred to in the foregoing clause date of its respective Historical Statutory Statements, any material liabilities or obligations of any nature whatsoever (iv)whether absolute, the portion of the fiscal year through March 31, 2011 contingent or June 30, 2011, as applicable, in each caseotherwise and whether or not due) that, in accordance with GAAP consistently applied throughout SAP, would have been required to have been disclosed or provided for in such Historical Statutory Statement. (c) The financial projections, budgets and estimates are as to future events provided to the Agent prior to the date hereof have been prepared in good faith based upon assumptions that are believed by the preparer thereof to be reasonable at the time that they are provided to the Agent, it being understood and agreed that (a) financial projections, budgets and estimates are as to future events and are not to be viewed as facts, (b) financial projections, budgets and estimates are subject to significant uncertainties and contingencies, many of which are beyond the Company’s control, (c) no assurance can be given that any particular financial projections, budgets or estimates will be realized and (d) actual results during the period or periods involved covered by any such projections, budgets or estimates may differ significantly from the projected, budgeted or estimated results and such differences may be material. (except d) Since December 31, 2011, there has been no material adverse change in the business, properties, results of operations or financial condition of the Company and its Restricted Subsidiaries, taken as noted therein)a whole.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) Financial Statements have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the Initial Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof thereof, and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and Financial Statements have been prepared based on the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by best information available to the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of the delivery thereof, and present fairly in all material respects on a Pro Forma Balance Sheet, none Basis the estimated financial position of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as of December 31, taken as a whole2011, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent the Borrower and its Subsidiaries at (other than the Acquired Business) as of December 31, 2008, December 31, 2009 2009, and December 31, 2010 2010, and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from Deloitte & Touche LLC, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its such Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the respective fiscal years then ended. The audited statements of income of Mets for the fiscal years ended on December 31, 2008, December 31, 2009, and December 31, 2010, present fairly in all material respects the financial condition of Mets as at such date, and the results of its operations for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries (other than the Acquired Business) as at September 30, 2011, and the related unaudited consolidated statements of income and cash flows for the fiscal periods then three-month period ended andon such date, in the case of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its such Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods three-month period then ended and, in (subject to normal year-end audit adjustments). The unaudited statements of income of Mets for the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June nine-month period ended on September 30, 2011, present fairly in all material respects the financial condition of Mets as applicableat such date, in each caseand the results of its operations for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). No Group Member has, as of the Closing Date, any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from September 30, 2011, 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 Parent and its Subsidiaries as at June 30, 2011 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 3128, 2008, December 31, 2009 and December 31, 2010 1996 and the related consolidated statements of operations, stockholders’ equity income and of cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011KPMG Peat Marwick LLP, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) complete and (ii) above, correct and present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent 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 periods year then ended and, in the case ended. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 29, 1997 and June 28, 1997 and the related unaudited consolidated statements referred to in of income and of cash flows for the foregoing clause (ii), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicablethree-month period ended on each such date, in each casecase certified by a Responsible Officer, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case copies of clauses (iii) and (iv) above, which have heretofore been furnished to the knowledge of the BorrowerAgents, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their consolidated cash flows for the fiscal three-month periods then ended and, in the case (subject to changes resulting from audit and normal year-end adjustments). (b) The unaudited PRO FORMA consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of March 29, 1997 after giving effect to the making of the Loans under this Agreement on the Closing Date, the issuance of the Senior Notes, the borrowing of the Term A Loans and the Revolving Credit Loans and the other Transactions to be consummated on or prior to the Closing Date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Agents, presents fairly in all material respects on a PRO FORMA basis the estimated financial position of the Borrower and its consolidated Subsidiaries as at such date, after giving effect to such events as if such events had occurred on such date. (c) All such financial statements referred to in the foregoing clause (ivsubsection 4.1(a), including the portion of the fiscal year through March 31related schedules and notes thereto, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein). (d) Except as set forth on Schedule 4.1, neither the Borrower nor any of its consolidated Subsidiaries had, at June 28, 1997, any Guaranteed Debt, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto and which would be reasonably likely to have a Material Adverse Effect. Except as set forth on Schedule 4.1, during the period from December 28, 1996 to and including the Closing Date there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person other than a New Subsidiary) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at December 28, 1996. (TERM LOAN AGREEMENT)

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Holdings and its consolidated Subsidiaries as at June April 30, 2011 2004 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionEquity Offering (and the use of proceeds thereof), (ii) the Loans to be restructured on the Second Restatement Effective Date, (iii) the Loan repayments to be made on the Closing Second Restatement Effective Date and the use of proceeds thereof and (iiiiv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof and the Pro Forma Income Statement were each prepared in on good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time made made, and presents fairly in light all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at April 30, 2004, assuming that the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet of Parent and its Subsidiaries Holdings as at December 31, 20082003, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsearnings (loss), stockholderschanges in shareholders’ equity (deficiency) and of cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from KPMG LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries Holdings as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods year then ended andended. The unaudited consolidated balance sheet of Holdings as at April 30, in 2004, and the case related unaudited consolidated statements of the statements referred to in the foregoing clause earnings (iiloss), the portion changes in shareholders’ equity (deficiency) and of cash flows for the fiscal year through March 31quarter ended on such date, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business and its Subsidiaries Holdings as at such date, and the consolidated results of their its operations and cash flows for the fiscal periods quarter then ended and(subject to normal year-end audit adjustments and the absence of certain notes thereto). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Holdings does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 through and including the date hereof there has been no Disposition by Holdings of any material part of its business or Property.

Financial Condition. (a) The consolidated balance sheet of the Company and its consolidated Subsidiaries as at December 31, 1999 and December 31, 1998 and the related consolidated statements of operations, changes in equity (deficit) and cash flows for the fiscal years ended on December 31, 1999 and December 31, 1998, reported on by Deloitte & Touche LLP, copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its changes in equity (deficit) and consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Company as at March 31, 2000 an the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Company 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). (b) The pro forma consolidated balance sheet of Parent and its Subsidiaries a Company as at June 30of March 31, 2011 2000 as supplemented by the letter dated July 31, 2000, describing the increase of the Tranche C Term Loan Commitment to $200,000,000 (the “"Company Pro Forma Form Balance Sheet”) and "), included in the unaudited pro forma Confidential Information Memorandum, presents fairly in all material respects the consolidated income statement financial condition of Parent and its Subsidiaries for the twelve-month period ending on June 30Company as of March 31, 2011 (the “Pro Forma Income Statement”) have each been prepared 2000 after giving effect (as if such events had occurred on such date or the first day of such period, as applicable) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and acquisitions described therein. (iiic) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made in light consolidated balance sheets of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Canadian Borrower and its Subsidiaries, taken consolidated Subsidiaries as a whole. (i) The audited consolidated balance sheet of Parent and its Subsidiaries at December 31, 2008, December 31, 2009 1999 and December 31, 2010 1998 and the related consolidated statements of operations, stockholders’ changes in equity (deficit) and cash flows for the fiscal years ended on such datesDecember 31, 1999 and December 31, 1998, reported on by certified public accountants of nationally recognized standing, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011Deloitte & Touche LLP, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC FilingsLender, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Canadian Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of their operations and their changes in equity (deficit) and consolidated cash flows for the fiscal periods years then ended and, in the case of the ended. (d) All financial statements referred to in the foregoing clause preceding paragraphs (iia), (b) and (c), including the portion of the fiscal year through March 31related schedules and notes thereto, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by such accountants or Responsible Officer, as the case may be, and as disclosed therein) ). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Company Pro Forma Balance Sheet and (B) after giving effect to the Loans to be made on the Closing Date and the other transactions contemplated to occur on or about the Closing Date, any material Guarantee Obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction, except as reflected in the case Company Pro Forma Balance Sheet or in the notes thereto, in the 1999 10-K or in the Company's quarterly report on Form 10-Q filed with the Securities and Exchange Commission for its fiscal quarter ended March 31, 2000. Except as disclosed in the 1999 10-K or the Confidential Information Memorandum, during the period from December 31, 1999 to and including the Closing Date there has been no sale, transfer or other disposition by the Company or any of clauses its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (iiiincluding any capital stock of any other Person) and (iv) above, material in relation to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March December 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein)1999.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet and related pro forma consolidated statement of Parent income of the Borrower and its consolidated Restricted Subsidiaries as at June of and for the 12 months ended September 30, 2011 2019 (the “Pro Forma Balance SheetFinancial Statements”) and ), copies of which have heretofore been furnished to the unaudited pro forma consolidated income statement of Parent and its Subsidiaries for the twelve-month period ending on June 30Administrative Agent, 2011 (the “Pro Forma Income Statement”) have each been prepared after giving effect (as if such events had occurred on such date (in the case of the balance sheet) or at the first day beginning of such period, as applicableperiod (in the case of the statement of income)) to (i) the consummation of the Acquisition, (ii) the Loans to be made on the Closing Date Transactions and the use of proceeds thereof and (iii) the payment of fees and expenses in connection therewith and the settlement entered into in connection with the foregoingVintage Capital Merger and the termination thereof. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each Financial Statements have been prepared in good faith and are based upon on assumptions believed by the Borrower to be reasonable at the time made in light of the circumstances when made. As as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the Pro Forma Balance Sheet, none estimated financial condition and results of the Borrower or any operations of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Restricted Subsidiaries as of and for the 12 months ended at September 30, taken 2019, assuming that the events specified in the preceding sentence had actually occurred at such date or at the beginning of such period, as a wholeapplicable. (ib) The audited consolidated balance sheet of Parent the Borrower and its consolidated Restricted Subsidiaries as at December 31, 20082018, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsincome, stockholders’ equity and cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from KPMG LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31present fairly, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent the Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods year then ended and, in the case ended. The unaudited consolidated balance sheet of the statements referred to in the foregoing clause (ii), the portion of the fiscal year through Borrower and its consolidated Restricted Subsidiaries as at March 31, 2011 or June 302019, 2011and the related unaudited consolidated statement of income, as applicablestockholders’ equity and cash flow for the three-month period ended on such date, in each casepresent fairly, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (exceptrespects, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business Borrower and its consolidated Restricted Subsidiaries as at such date, and the consolidated results of their its operations and its consolidated cash flows flow for the fiscal periods three-month period then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein), except that the interim financial statements are subject to year-end adjustments and the absence of footnotes.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent Holdings and its consolidated Subsidiaries as at June April 30, 2011 2004 (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Debt Holder, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionEquity Offering (and the use of proceeds thereof), (ii) the Loans Debt Restructuring, (iii) the loan repayments under the Existing Credit Agreement to be made on the on the Closing Date and the use of proceeds thereof and (iiiiv) the payment of fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet has been prepared based on the best information reasonably available to the Borrower as of the date of delivery thereof and the Pro Forma Income Statement were each prepared in on good faith based upon estimates and assumptions believed by the Borrower to be reasonable at the time made made, and presents fairly in light all material respects on a pro forma basis the estimated financial position of Holdings and its consolidated Subsidiaries as at April 30, 2004, assuming that the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or events specified in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiaries, taken as a wholepreceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet of Parent and its Subsidiaries Holdings as at December 31, 20082003, December 31, 2009 and December 31, 2010 and the related consolidated statements of operationsearnings (loss), stockholderschanges in shareholders’ equity (deficiency) and of cash flows for the fiscal years year ended on such datesdate, reported on by certified public accountants of nationally recognized standingand accompanied by an unqualified report from KPMG LLP, (ii) the unaudited consolidated balance sheet of Parent and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries at March 31, 2011 and June 30, 2011, copies of each of which have heretofore been furnished to each Lender (if disclosed in the SEC Filings, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries Holdings as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods year then ended andended. The unaudited consolidated balance sheet of Holdings as at April 30, in 2004, and the case related unaudited consolidated statements of the statements referred to in the foregoing clause earnings (iiloss), the portion changes in shareholders’ equity (deficiency) and of cash flows for the fiscal year through March 31quarter ended on such date, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted therein) and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of the Acquired Business and its Subsidiaries Holdings as at such date, and the consolidated results of their its operations and cash flows for the fiscal periods quarter then ended and(subject to normal year-end audit adjustments and the absence of certain notes thereto). All such financial statements, in including the case of the statements referred to in the foregoing clause (iv)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted approved by the aforementioned firm of accountants and disclosed therein). Holdings does not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2003 through and including the date hereof there has been no Disposition by Holdings of any material part of its business or Property.

Financial Condition. (a) The unaudited pro forma consolidated balance sheet of Parent the Borrower and its consolidated Subsidiaries as at June 30October 1, 2011 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated income statement ), copies of Parent and its Subsidiaries for the twelve-month period ending on June 30which have heretofore been furnished to each Lender, 2011 (the “Pro Forma Income Statement”) have each has been prepared after giving effect (as if such events had occurred on such date or the first day of such period, as applicabledate) to (i) the consummation of the AcquisitionRefinancing, (ii) the Loans to be made on the Closing Date and the use of proceeds thereof and (iii) the payment of costs, premiums, fees and expenses in connection with the foregoing. The Pro Forma Balance Sheet and the Pro Forma Income Statement were each has been prepared in good faith by the Borrower based upon on the assumptions used to prepare the pro forma financial information in the Confidential Information Memorandum (which assumptions are believed by the Borrower on the delivery date to be reasonable at reasonable), and presents fairly in all material respects on a pro forma basis the time made in light estimated financial position of the circumstances when made. As of the date of the Pro Forma Balance Sheet, none of the Borrower or any of its Subsidiaries has any material obligation, contingent or otherwise, which was not reflected therein or in the notes thereto and which would have a Material Adverse Effect on the Borrower and its Subsidiariesconsolidated Subsidiaries as at October 1, taken as a whole2011, assuming that the events specified in the preceding sentence had actually occurred at such date. (ib) The audited consolidated balance sheet sheets of Parent and its Subsidiaries the Borrower as at December 31January 1, 20082011, December 31, 2009 and December 31January 2, 2010 and January 3, 2009, and the related consolidated statements of operations, stockholders’ equity earnings and of cash flows for the fiscal years ended on such dates, reported on by certified public accountants and accompanied by an unqualified report from Ernst & Young LLP, present fairly in all material respects the consolidated financial condition of nationally recognized standingthe Borrower as at each such date, (ii) and the unaudited consolidated balance sheet results of Parent its operations and its Subsidiaries at March 31, 2011 and June 30, 2011 and the related consolidated statements of operations and cash flows for the fiscal periods ended on such dates, (iii) the audited consolidated balance sheet of the Acquired Business and its Subsidiaries at December 31, 2008, December 31, 2009 and December 31, 2010 and the related consolidated statements of operations, stockholders’ equity and cash flows for the respective fiscal years ended on such dates, reported on by certified public accountants of nationally recognized standing and (iv) the then ended. The unaudited consolidated balance sheet of the Acquired Business and its Subsidiaries Borrower as at March 31, 2011 and June 30October 1, 2011, copies and the related unaudited consolidated statements of each of which have heretofore been furnished to each Lender (if disclosed in earnings and cash flows for the SEC Filingsnine-month period ended on such date, such statements are deemed furnished to Lenders), (A) in the case of clauses (i) and (ii) above, present fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position condition of Parent and its Subsidiaries the Borrower as at such date, and the consolidated results of their its operations and its consolidated cash flows for the fiscal periods nine-month period then ended and(subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, in including the case of the statements referred to in the foregoing clause (ii)related schedules and notes thereto, the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, have been prepared in accordance with GAAP applied consistently applied throughout the periods involved (except as noted therein) approved by the aforementioned firm of accountants and (B) in the case of clauses (iii) and (iv) above, to the knowledge of the Borrower, fairly present in all material respects (except, with respect to interim reports, for normal year-end adjustments and the absence of footnotes) the consolidated financial position of the Acquired Business and its Subsidiaries as at such date, and the consolidated results of their operations and cash flows for the fiscal periods then ended and, in the case of the statements referred to in the foregoing clause (iv), the portion of the fiscal year through March 31, 2011 or June 30, 2011, as applicable, in each case, in accordance with GAAP consistently applied throughout the periods involved (except as noted disclosed therein).