Common use of Financial Condition Clause in Contracts

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

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

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

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

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

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

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

Financial Condition. (a) The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Guarantor as at December 31June 30, 20052017, and the related consolidated statements of income and retained earnings and of cash flows for the Fiscal Year fiscal quarter ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Lender, present fairly in all material respects accordance with GAAP (to the extent applicable) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Guarantor and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period fiscal quarter then ended. (or, in the event the June 30, 2006 unaudited b) The audited consolidated balance sheets are availablesheet of the Guarantor as at December 31, 2016, and the 6-month periodrelated consolidated statement of income and retained earnings and of cash flows for the fiscal year ended on such date, reported on by and accompanied by an unqualified report from KPMG LLP, copies of which have heretofore been furnished to each Lender, present fairly in accordance with GAAP (to the extent applicable) the consolidated financial condition of the Guarantor and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended ended. (subject to normal year-end audit adjustments). c) All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved, subject, in the aforementioned firm case of accountants and disclosed therein and except with respect the quarterly financial statements, to interim financials, normal year-end audit adjustments)adjustments and the absence of footnotes. As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries The Loan Parties do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2016 to and including the date hereof there has been no Disposition by the Guarantor and its Subsidiaries of any material part of its business or Property.

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

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

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

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

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Essent and its consolidated Subsidiaries as at of December 31, 2005, 2015 and 2016 and the related consolidated statements of income and of income, cash flows and stockholders’ equity for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Essent as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of Essent and its Subsidiaries as of March 31, 2017 and the related consolidated statements of income, cash flows and stockholders’ equity for the three-month period (orthen ended present fairly in all material respects the consolidated financial condition of Essent and its Subsidiaries as at such dates, in and the event consolidated results of its operations and its consolidated cash flows for the June 30, 2006 unaudited consolidated balance sheets are available, the 6three-month period) period then ended (subject to the absence of footnotes and normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as approved disclosed therein). During the period from March 31, 2017 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 audited consolidated balance sheets of Essent Re and its Subsidiaries as of December 31, 2015 and 2016, and the aforementioned firm related consolidated statements of accountants income, cash flows and disclosed therein stockholder’s equity for the fiscal years ended on such dates, reported on by and except with respect accompanied by an unqualified report from PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of Essent Re as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of Essent Re and its Subsidiaries as at March 31, 2017, and the related unaudited consolidated statements of income, cash flows and stockholder’s equity for the three-month period then ended present fairly in all material respects the consolidated financial condition of Essent Re and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to interim financials, the absence of footnotes and normal year-end audit adjustments). As All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to (in the case of any such unaudited financial statements) the absence of footnotes and normal year-end audit adjustments and except as disclosed therein). (c) Essent has heretofore furnished to the Lenders, with respect to each Regulated Insurance Company, copies of the Amended annual Statutory Statements as of December 31, 2015 and Restated Effective Date2016 for the fiscal years then ended, and copies of the quarterly Statutory Statement as of March 31, 2017, for the fiscal quarter then ended, in each case as filed with the Applicable Insurance Regulatory Authority (collectively, the Borrower and its Subsidiaries do “Historical Statutory Statements”); provided, that the Statutory Statement of a Regulated Insurance Company shall not have be required to be delivered for any material Guarantee Obligations, contingent liabilities and liabilities for taxes, year or any long-term leases or unusual forward or long-term commitments, quarter that such Regulated Insurance Company was not a Subsidiary of Essent. The Historical Statutory Statements (including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation the provisions made therein for investments and the valuation thereof, reserves, policy and contract claims and statutory liabilities) have been prepared in respect of derivatives, that are not accordance with SAP (except as may be reflected in the most recent notes thereto and subject, with respect to the relevant quarterly statements, to the absence of notes required by SAP and to normal year-end adjustments), were in compliance in all material respects with the applicable Requirements of Law when filed and present fairly in all material respects the financial statements referred to condition of the respective Regulated Insurance Companies covered thereby as of the respective dates thereof and the results of operations, changes in this paragraphcapital and surplus and cash flow of the respective Regulated Insurance Companies covered thereby for the respective periods then ended.

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

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

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

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

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

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

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

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

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

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

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

Financial Condition. The audited consolidated balance sheets of ------------------- the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited interim consolidated balance sheet of the Borrower and the related unaudited consolidated statements of income and cash flows for the three-month period (orended March 31, in 2000 present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property.

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

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052001 and December 31, 2002, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such dateDecember 31, 2001 and the fiscal year ended on December 31, 2002, reported on by and accompanied by an unqualified report from from, in respect of the fiscal year ending on December 31, 2001, Arthur Andersen LLP and, in respect of the fiscal year ending on Dexxxxxx 30, 0000, Deloitte & Touche Touche, LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2003 and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, except Guarantee Obligations of Indebtedness of the Borrower and/or any of its Subsidiaries so long as the Indebtedness in respect of which such Guarantee Obligations arise is reflected in such financial statements. During the period from April 1, 2003 to and including the date hereof there has been no Disposition by the Borrower of any material part of its business or property, except [the disposition of an approximately 39% interest in KeySpan Energy Canada Partnership].

Financial Condition. The audited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at December 31, 20052013, December 31, 2014 and December 31, 2015, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower each Loan Party and its consolidated respective Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date2016, June 30, 20062016 and September 30, and 2016, the related unaudited consolidated statements of income and cash flows for the 3Guarantor and its Subsidiaries for the nine-month period (or, in the event the June ended September 30, 2006 unaudited consolidated balance sheets are available2016 and the Quarterly Condensed Consolidated Financial Statements for the Borrower and its Subsidiaries for its fiscal quarter ended September 30, the 6-month period) ended on such date2016, present fairly in all material respects the consolidated financial condition of the Borrower each Loan Party and its consolidated respective Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for the 3nine- or three-month month, as the case may be, period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower Guarantor and its Subsidiaries do not Subsidiaries, taken as a whole, have any no material Guarantee Obligations, material contingent liabilities and or material liabilities for taxesTaxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, referred in the notes thereto or described in the Guarantor’s Current Report on Form 8-K, filed January 12, 2017, or under the heading “Legal Proceedings” of the Guarantor’s Form 10-Q, filed November 9, 2016 (for the period ended September 30, 2016) or listed on Schedule 3.1 hereto.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 20052002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Year Years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for such the respective Fiscal YearYears then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062005, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As None of the Amended and Restated Effective DateHoldings, the Borrower and its nor any of their consolidated Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2004 to and including the date hereof there has been no Disposition by Holdings or Borrower or any of their consolidated Subsidiaries of any material part of their business or property. (b) In the case of each Joint Venture, to the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) the audited consolidated balance sheets of such Joint Venture as at December 31, 2002, December 31, 2003 and December 31, 2004, and the related consolidated statements of income and of cash flows for the Fiscal Years ended on such dates, reported on by and accompanied by an unqualified report from an independent certified public accountant, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective Fiscal Years then ended. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), the unaudited consolidated balance sheet of such Joint Venture as at March 31, 2005, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year end audit adjustments). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), as of the Closing Date no Joint Venture has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP and that are not reflected in the most recent financial statements referred to in this paragraph. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), during the period from December 31, 2004 to and including the date hereof there has been no Disposition by a Joint Venture of any material part of its business or property. (c) Holdings and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to Holdings and its Subsidiaries is made known to Responsible Officers of Holdings in a timely manner.

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

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3129, 20052001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Pricewaterhouse Coopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on each such date, in certified by a Responsible Officer of the event Borrower, copies of which have heretofore been furnished to each Lender, present fairly the June 30consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

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

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

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

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

Financial Condition. The audited consolidated balance sheets of the Borrower Holding and its consolidated Subsidiaries as at of December 31, 20052009, December 31, 2010 and December 31, 2011 and the related consolidated statements of income income, shareholders' equity and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report reports from Deloitte Ernst & Touche Young LLP, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended, of Holding and its consolidated Subsidiaries. The Commencing with the delivery pursuant to Section 7.1(b) of the unaudited consolidated balance sheets sheet of Holding and its consolidated Subsidiaries for the Borrower three-month period ended March 31, 2012, the unaudited consolidated balance sheet of Holding and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062012, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (orthen ended, in the event the June 30, 2006 unaudited of Holding and its consolidated balance sheets are available, the 6-month period) then ended Subsidiaries (subject to the omission of footnotes and normal year-end audit and other adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financialsthe schedules and notes thereto, normal year-end audit adjustmentsas approved by a Responsible Officer, and disclosed in any such schedules and notes). As of During the Amended period from December 31, 2011 to and Restated including the Effective Date, the Borrower there has been no sale, transfer or other disposition by Holding and its consolidated Subsidiaries do not have of any material Guarantee Obligationspart of the business or property of Holding and its consolidated Subsidiaries, contingent liabilities taken as a whole, and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction no purchase or other obligation acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in respect relation to the consolidated financial condition of derivativesHolding and its consolidated Subsidiaries, that are taken as a whole, in each case, which is not reflected in the most recent foregoing financial statements referred or in the notes thereto and has not otherwise been disclosed in writing to in this paragraphthe Lenders on or prior to the Effective Date.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 20052020, and the related consolidated statements of income income, stockholders’ equity and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Xxxxx & Touche LLPXxxxx, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 fiscal year then ended. The unaudited consolidated balance sheets are availablesheet of the Parent Borrower and its Subsidiaries as at the last day of each fiscal quarter thereafter ended at least 40 days prior to the Fourth Restatement Effective Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the 6consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the consolidated results of its operations and its consolidated cash flows for the three-month period) periods then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). . (b) As of the Amended and Restated Fourth Restatement Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required to be reflected in financial statements in accordance with GAAP and are not reflected in the most recent financial statements referred to in this paragraphparagraph (b). During the period from December 31, 2020 to and including the Fourth Restatement Effective Date there has been no Disposition by any Group Member of any material part of 85 its business or property (other than as permitted by Section 7.5(b) or otherwise in the ordinary course of business).

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052012, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062013, and the related unaudited consolidated statements of income and cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have no Loan Party nor any Subsidiary thereof has any material Guarantee Obligations, contingent liabilities and or liabilities for taxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any material interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3129, 20052001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Pricewaterhouse Coopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. (b) The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 30, 2002, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on each such date, in certified by a Responsible Officer of the event Borrower, copies of which have heretofore been furnished to each Lender, present fairly the June 30consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Contingent Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. (i) The audited consolidated balance sheets of ------------------- the Borrower and its consolidated Subsidiaries as at December of January 31, 20051994, January 31, 1995 and January 31, 1996 and the related audited consolidated statements of income and of cash flows for the Fiscal Year Borrower and its Subsidiaries for the years ended on such dateJanuary 31, reported on 1994, January 31, 1995 and January 31, 1996 have heretofore been furnished to the Agent. Such audited consolidated financial statements (including the notes (A) have been audited by and accompanied by an unqualified report from Deloitte & Touche Xxxxxx Xxxxxxxx, LLP, (B) have been prepared in accordance with GAAP (except for the effects of not consolidating the Unconsolidated Subsidiaries), consistently applied throughout the periods covered thereby and (C) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries as of such dates and for such periods. (ii) The unaudited consolidating balance sheets of the Borrower and its Consolidated Subsidiaries as of January 31, 1994, January 31, 1995 and January 31, 1996 and the unaudited consolidating statements of income and of cash flows for the Borrower and its Consolidated Subsidiaries for the years ended January 31, 1994, January 31, 1995 and January 31, 1996 have heretofore been furnished to the Agent. (A) The audited consolidated balance sheets of DKM Properties Corp. and its Subsidiaries (including without limitation DKM Residential Properties Corp. and its Subsidiaries) as of January 31, 1994, January 31, 1995 and January 31, 1996 and the audited consolidated statements of income and of cash flows for DKM Properties Corp. and its Subsidiaries (including without limitation DKM Residential Properties Corp. and its Subsidiaries) for the years ended January 31, 1994, January 31, 1995 and January 31, 1996 have heretofore been furnished to the Agent. Such audited consolidated financial statements (including the notes thereto) (1) have been audited by (x) in the case of the financial statements for fiscal year 1994, KPMG Peat Marwick and (y) in the case of the financial statements for fiscal years 1995 and 0000, Xxxxxx Xxxxxxxx, LLP, (2) have been prepared in accordance with GAAP, consistently applied throughout the periods covered thereby and (3) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of DKM Properties Corp. and its Subsidiaries (including without limitation DKM Residential Properties Corp. and its Subsidiaries) as of such dates and for such periods. (B) The audited consolidated balance sheet of Xxxxxxxxx Broadcasting, Inc. and its Subsidiaries as of December 31, 1995 and the audited consolidated statements of income and of cash flows for Xxxxxxxxx Broadcasting, Inc. and its Subsidiaries for the period ended December 31, 1995 have heretofore been furnished to the Agent. Such audited consolidated financial statements (including the notes thereto) (1) have been audited by Xxxxxx Xxxxxxxx, LLP, (2) have been prepared in accordance with GAAP, consistently applied throughout the period covered thereby and (3) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of Xxxxxxxxx Broadcasting, Inc. and its Subsidiaries as of such date and for such period. (iv) During the period from January 31, 1996 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of the business or property of the Borrower and its Consolidated Subsidiaries, taken as a whole, except for sales of inventory and other assets in the ordinary course of business, and, except for the purchase by Needle Acquisition Corp. of substantially all of the assets of Bucilla Corporation, no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries Consolidated Subsidiaries, taken as at such datea whole, except for purchases of raw materials, inventory and other assets in the consolidated results ordinary course of its operations business, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of has not otherwise been disclosed in writing to the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available Lenders on or prior to the Amended and Restated Effective Closing Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

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

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

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31January 2, 2005, 2000 and the related consolidated statements of income and of retained earnings and cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the Fiscal Year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at February 29, 2000 and the related unaudited consolidated statements of, financial condition, income and retained earnings and cash flows for the nine-month period ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Except as set forth on Schedule 6.1, neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation not permitted under subsection 9.2, material contingent liabilities and liabilities liability or liability for taxes, or any material long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 6.1 and other than pursuant to the Business Plan and the Borrower's 1999 business plan, during the period from January 2, 2000 to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Borrower and its Consolidated Subsidiaries at January 2, 2000.

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

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

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

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

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3129, 2005, 2007 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 29, 2008 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except with respect as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to interim financials, normal year-end audit adjustments). As Neither the Parent nor any of the Amended and Restated Effective Dateits consolidated Subsidiaries had, the Borrower and its Subsidiaries do not have at March 29, 2008, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from March 29, 2008 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 29, 2008.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Parent and its consolidated Subsidiaries as at December 31September 30, 20051995 and September 30, 1996 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on each such date, reported on by KPMG Peat Marwick, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at each such date, and the consolidated results of their operations and their consolidated cash flows for the relevant fiscal year then ended. The unaudited 13 consolidated balance sheet of the Parent and its consolidated Subsidiaries as at December 31, 1996 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such December date, certified in each case by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and present fairly in all material respects the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-three month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject in each case to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (provided that interim statements may be condensed and exclude footnotes) applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Parent nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1996 to and including the date hereof there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property other than the Remel Acquisition (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at December 31, 1996.

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

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 3126, 2005, 2015 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 26, 2016 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except with respect as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to interim financials, normal year-end audit adjustments). As Neither the Parent nor any of the Amended and Restated Effective Dateits consolidated Subsidiaries had, the Borrower and its Subsidiaries do not have at March 26, 2016, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from March 26, 2016 to and including the Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 26, 2016.

Financial Condition. (a) (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 20052002, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended, (ii) the unaudited consolidated balance sheet of Holdings as at March 31, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial condition of Holdings as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All ) and (iii) all such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and and, in the case of clause (ii), except with respect to interim financials, normal year-end audit adjustmentsfor the absence of footnotes). As of the Amended and Restated Amendment Effective Date, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph, any financial statements for any periods after March 31, 2003 delivered prior to the Amendment Effective Date or the Confidential Information Memorandum dated June 26, 2003 relating to the syndication of the Tranche B Term Loans (it being understood that “material” shall be construed in the context of all Group Members taken as a whole). During the period from December 31, 2002 to and including the date hereof, there has been no Disposition by any Group Member of any material part of the business or property of the Group Members taken as a whole.

Financial Condition. (a) The audited unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries Holdings as at December 31, 2005, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062007, and the related unaudited consolidated statements of income and cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries Holdings as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3twelve-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2007 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property except the sale of Wheeling Nisshin, Inc. (b) In the case of each Joint Venture, to the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) the audited consolidated balance sheets of such Joint Venture as at December 31, 2007, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from an independent certified public accountant, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), the unaudited consolidated balance sheet of such Joint Venture as at March 31, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of such Joint Venture as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year end audit adjustments). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof) all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), as of the Effective Date, no Joint Venture has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long term leases or unusual forward or long term commitments, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, in each case that would be required to be disclosed in accordance with GAAP and that are not reflected in the most recent financial statements referred to in this paragraph. To the best of the Borrower’s knowledge (it being understood that the Borrower has made no independent investigation thereof), during the period from December 31, 2007 to and including the date hereof there has been no Disposition by a Joint Venture of any material part of its business or property. (c) Holdings and its Subsidiaries maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which includes maintenance of proper books and records, that permits preparation of financial statements in conformity with GAAP and provides reasonable assurances that (A) transactions are executed in accordance with management’s general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management’s general or specific authorization; and (D) the recorded accountability for material assets is compared with the existing material assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to Holdings and its Subsidiaries is made known to Responsible Officers of Holdings in a timely manner.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December of January 31, 20051996, January 31, 1997 and January 31, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such dates, reported on by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and their consolidated cash flows for the fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at October 31, 1998 and the related unaudited consolidated statements of income and of cash flows for the nine-month period ended on such date, reported on certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated 70 64 results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or other material agreement or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from January 31, 1998 to and including the Closing Date (other than the Acquisition and as set forth on Schedule 5.1(a) hereto) there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries at January 31, 1998. (b) The Borrower has furnished the Lenders with copies of the CMI (i) unaudited consolidated balance sheet as of September 30, 1998 (the "Latest Balance Sheet") and the related consolidated statements of income and cash flow for the four-month period then ended and (ii) audited consolidated balance sheets and consolidated statements of income and cash flow for the fiscal years ended May 31, 1998, 1997 and 1996. Each of the foregoing financial statements (including in all cases the notes thereto, if any) (the "Financial Statements") is correct and complete, presents fairly in all material respects CMI"s and its Subsidiaries" financial condition and results of operations as of the times and for the periods referred to therein, and except as set forth on Schedule 5.1(b) hereto (the "Exceptions to GAAP Schedule") has been prepared in this paragraphaccordance with generally accepted accounting principles consistently applied ("GAAP"), subject in the case of unaudited financial statements to changes resulting from normal year-end audit adjustments and to the absence of footnote disclosure. Without limiting the generality of the foregoing, with respect to the Financial Statements (i) adequate provision has been made for doubtful accounts; (ii) receivables and sales are stated net of discounts, returns and allowances; and (iii) all items of income or expense that are unusual or of a non-recurring nature are separately disclosed on the Financial Statements. As to CMI and its Subsidiaries, no accounts payable have been written off since May 31, 1998 and no provision in the Financial Statements is necessary under GAAP (except as otherwise disclosed therein) for liability for product warranties or the manufacture or sale of defective products.

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

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

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

Financial Condition. The audited consolidated balance sheets of the Borrower Hanover and its consolidated Subsidiaries as at December 31, 20052003and December 31, 2004 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Hanover and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal years then ended. The unaudited consolidated balance sheet of Hanover and its consolidated Subsidiaries as at September 30, 2005 and the related unaudited consolidated statements of income and cash flows for the nine-month period (orended on such date, present fairly in all material respects the event consolidated financial condition of Hanover and its consolidated Subsidiaries, as at such date, and the June 30, 2006 unaudited consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6nine-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateHanover, the Borrower HCLP 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 material long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesDerivatives, that are not reflected in the most recent financial statements referred to in this paragraphSection 5.1. During the period from September 30, 2005 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 audited consolidated balance sheets of each of (i) the Borrower and its consolidated Subsidiaries as at December 31, 20052008, December 31, 2009 and December 31, 2010, and (ii) the Elvis Operating Companies as at December 31, 2009 and December 31, 2010, and (b) the audited statutory accounts of 19E and its Subsidiaries as at December 31, 2009, and, in each case, the related consolidated statements of income or changes in net assets (as applicable) and of cash flows for the Fiscal Year ended on such dateperiod, in each case, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPTouche, present fairly in all material respects the consolidated financial condition of the Borrower, the Elvis Operating Companies and 19E and its Subsidiaries as at such dates, and the consolidated results of their respective operations and their respective consolidated cash flows for the respective months and years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at January 31, 2011 and February 28, 2011 and the related unaudited statements of income and cash flows for the period then ended, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their respective operations and its consolidated their respective cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared on a consolidated basis in accordance with GAAP (or, in the case of 19E and its Subsidiaries, in accordance with UK GAAP together with appropriate reconciliations) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentsin their reports thereon). As Except as set forth on Schedule 4.1, none of the Amended and Restated Effective Date, the Borrower and or its Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property.

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

Financial Condition. (a) The unaudited consolidated balance sheet of Holdings and its consolidated Subsidiaries as of September 30, 2002 and the related statements of income and cash flow, for the nine months then ended (including the notes thereto), copies of which have heretofore been furnished to each Lender are accurate and complete in all material respects and present fairly the financial condition of Holdings as of such date and the consolidated results of its operations and its consolidated cash flows for the nine months then ended, in accordance with GAAP. As of the date of such financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of Holdings or any of its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP or as otherwise disclosed on Schedule 4.1 (which Schedule will be attached to this Agreement in the form and substance agreed to by the Administrative Agent, Holdings and Borrower on or before the Closing Date). (b) The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 20052001, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPAxxxxx Axxxxxxx Wirtschaftsprufungsgesellschaft Steuerberatungsgesellschaft mbH, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do 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, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph.

Financial Condition. The audited Borrower has heretofore furnished to each of the Lenders the following financial statements: CREDIT AGREEMENT (i) consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1996 and the related consolidated statements of income income, retained earnings and of cash flows of the Borrower and its Subsidiaries for the Fiscal Year fiscal year ended on said date, with the opinion thereon of Ernst & Young LLP, (ii) the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, 1997 and the related consolidated statements of income, retained earnings and cash flows of the Borrower and its Subsidiaries for the three-month period ended on such date, (iii) pro forma consolidated balance sheets of the Borrower and its Subsidiaries as at March 31, reported on by 1997, adjusted to give effect to the consummation of the Acquisition and accompanied by an unqualified report from Deloitte & Touche LLPthe financings contemplated in connection therewith as if such transactions had occurred as of such dates, present fairly and (iv) projections of consolidated statements of income and cash flows of the Borrower and its Subsidiaries through 2000, all after giving effect to the Acquisition. The financial statements described in clauses (i) and (ii) above are complete and correct in all material respects and fairly present the consolidated financial condition of the Borrower and its consolidated Subsidiaries or Xxxxxxxxx Group and its Subsidiaries, as at such datethe case may be, and the consolidated results of its their respective operations for the fiscal year and its consolidated cash flows for three-month period ended on said dates (subject, in the case of such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries financial statements as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject 1997 to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared all in accordance with GAAP generally accepted accounting principles and practices applied consistently throughout on a consistent basis. The pro forma balance sheet referred to in clause (iii) above reflects the periods involved proper application (except as approved by based on reasonable estimates) of pro forma adjustments after giving effect to the aforementioned firm Acquisition. The projections referred to in clause (iv) above are based on reasonable estimates. None of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have has on the Effective Date (after giving effect to the Visual Action Acquisition and the other transactions contemplated to occur on such date) any material Guarantee Obligationscontingent liabilities, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other obligation provided for in said balance sheets as at said dates and except for liabilities with respect of derivatives, that are not reflected to the Visual Action Acquisition as set forth in the most recent Visual Action Acquisition Documents. Except for the Visual Action Acquisition to be consummated on the Effective Date, since December 31, 1996, there has been no material adverse change in the consolidated CREDIT AGREEMENT financial condition, operations, business, assets, liabilities or prospects taken as a whole of the Borrower and its Subsidiaries from that set forth in (x) the financial statements referred to in this paragraphclause (i) above as at said date and (y) from and after the delivery thereof, the financial statements referred to in Section 9.01(d) as at said date.

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

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

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

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

Financial Condition. (a) The unaudited consolidated balance ------------------- sheet of Holdings and its consolidated Subsidiaries as of September 30, 2000 and the related statements of income and cash flow, for the nine months then ended (including the notes thereto), copies of which have heretofore been furnished to each Lender are accurate and complete in all material respects and present fairly the financial condition of Holdings as of such date and the consolidated results of its operations and its consolidated cash flows for the nine months then ended, in accordance with GAAP. As of the date of such financial statements, there were no material contingent obligations, liabilities for taxes, unusual forward or long-term commitments, or unrealized or anticipated losses of Holdings or any of its Subsidiaries, except as disclosed therein and adequate reserves for such items have been made in accordance with GAAP or as otherwise disclosed on Schedule 4.1. ------------ (b) The audited consolidated balance sheets of the Borrower IFCO Companies and its consolidated Subsidiaries as at December 31, 20051997, and December 31, 1998, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPwC Deutsche Revision AG, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries IFCO Companies as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries IFCO Companies as at March October 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20061999, and the related unaudited consolidated statements of income and cash flows for the 310-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries IFCO Companies as at such date, and the consolidated results of its operations and its consolidated cash flows for the 310-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein therein). The IFCO Companies do not have any material Guarantee Obligations, contingent liabilities and except with 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 interim financialsin this paragraph. During the period from December 31, 1998 to and including the date hereof there has been no Disposition by the IFCO Companies of any material part of their business or property. (c) The audited consolidated balance sheets of Old PalEx and its consolidated Subsidiaries as at December 28, 1997, December 27, 1998, and September 26, 1999 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Xxxxxx Xxxxxxxx LLP, present fairly the consolidated financial condition of Old PalEx and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and its consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Old PalEx and its Subsidiaries as at October 24, 1999, and the related unaudited consolidated statements of income and cash flows for the 10-month fiscal period ended on such date, present fairly the consolidated financial condition of Old PalEx and its Subsidiaries as at such date, and the consolidated results of its operations and their consolidated cash flows for the 10-month fiscal period then ended (subject to normal year-end audit adjustments). As 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 the Amended accountants and Restated Effective Date, the Borrower disclosed therein). Old PalEx and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements 52 referred to in this paragraph. During the period from September 26, 1999 to and including the date hereof there has been no Disposition by Old PalEx and its consolidated Subsidiaries of any material part of its business or property.

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

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

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2005, 1998 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1999 and the related unaudited consolidated statements of income and of cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to the Administrative Agent, are complete and correct in all material respects and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm case may be, and as disclosed therein; subject, in the case of accountants and disclosed therein and except with respect unaudited financial statements, to interim financials, normal year-end audit adjustmentsadjustments and the absence of footnotes). As Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datemost recent balance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from December 31, 1998 to and including the date hereof there has been no sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or property and, other than the Vital Choice Acquisition, no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred condition of the Borrower and its consolidated Subsidiaries at December 31, 1998. (b) The pro forma consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1999, certified by a Responsible Officer of the Borrower (the "Pro Forma Balance Sheet"), a copy of which has been provided to the Administrative Agent and each Lender, is the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries adjusted to give effect (as if such events had occurred on such date) to (i) the refinancing of the loans outstanding under the Existing Credit Agreement, (ii) the making of the Revolving Credit Loans to be made on the Closing Date and in this paragraphconnection with the consummation of the Vital Choice Acquisition, (iii) the application of the proceeds of the foregoing in accordance with the terms of the Loan Documents and the Vital Choice Acquisition Documents, (iv) the consummation of the Vital Choice Acquisition and (v) the payment of all fees and expenses related to the foregoing transactions, as estimated in good faith as of the date of the Pro Forma Balance Sheet. The Pro Forma Balance Sheet, together with the notes thereto, presents fairly, on a pro forma basis, the consolidated financial position of the Borrower and its Subsidiaries as at June 30, 1999, assuming that the events specified in the preceding sentence had actually occurred on such date. (c) The operating forecast and cash flow projections of the Borrower and its consolidated Subsidiaries, copies of which have heretofore been furnished to the Lenders, have been prepared in good faith under the direction of a Responsible Officer of the Borrower, and in accordance with GAAP except that such forecast and projections do not include footnotes and other disclosures which may be required pursuant to GAAP, and contain projections as to tax accruals. The Borrower has no reason to believe that as of the date of delivery thereof such operating forecast and cash flow projections are materially incorrect or misleading in any material respect, or omit to state any material fact which would render them misleading in any material respect.

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

Financial Condition. (a) The Borrower has heretofore delivered to the Agent, the Board, each Counter-Guarantor and the Loan Administrator (i) the audited consolidated balance sheets of the Borrower US Airways and its consolidated Subsidiaries Group as at December 31, 20052004, and the related consolidated statements of income income, stockholders' equity and of cash flows of US Airways and Group for the Fiscal Year ended on such datethen ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects (ii) the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower US Airways and its consolidated Subsidiaries Group as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2005 and the related unaudited consolidated statements of income income, stockholders' equity and cash flows of US Airways and Group for the 3-month period six months then ended, and (oriii) audited consolidated balance sheets of AWA Holdings and the Borrower as at December 31, in 2004, and the event related consolidated statements of income, stockholders' equity and cash flows of AWA Holdings and the June 30Borrower for the Fiscal Year then ended, 2006 and (iv) the unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of AWA Holdings and the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 2005 and the related unaudited consolidated balance sheets statements of income, stockholders' equity and cash flows of AWA Holdings and the Borrower for the six months then ended. All such financial statements were prepared in accordance with GAAP (except that any unaudited financial statements are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All adjustments and may not be accompanied by footnotes) and fairly present, in all material respects, the consolidated financial position of such financial statementsPersons as at the date thereof and the consolidated results of operations and cash flows of such Person for the period then ended. (b) After giving effect to the Consummation of the Plan, (i) the Obligors taken as a whole are Solvent and (ii) no Obligor has any material liability, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, reasonably likely contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or any unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation commitment of a type required to be reflected in respect of derivativesfinancial statements prepared in conformity with GAAP, that are is not reflected in the most recent projections and pro forma financial information delivered pursuant to clause (n) of Article III or, in the case of a Reporting Obligor, taken into account in the preparation of the annual report on Form 10-K for the fiscal year ended December 31, 2004 of such Reporting Obligor. (c) Each Reporting Obligor maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Obligors and has (i) caused such disclosure controls and procedures to be designed to ensure that material information relating to the Obligors is reported internally, (ii) caused such internal controls over financial reporting to be designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements referred for external purposes in accordance with GAAP, (iii) evaluated the effectiveness of such disclosure controls and procedures and presented as required in the Reporting Obligors' Annual Report on Form 10-K for the Fiscal Year ended December 31, 2004, conclusions about the effectiveness of the disclosure controls and procedures, and (iv) disclosed as required in such Annual Report any change in such internal control over financial reporting that occurred during the relevant reporting period that has materially affected, or is reasonably likely to materially affect, their internal control over financial reporting. (d) Other than as disclosed on Schedule 4.3(d) or as disclosed in this paragraphthe Annual Report on Form 10-K for the Fiscal Year ended December 31, 2004 of any Obligor, no Obligor is a party to any "off-balance sheet arrangement" (within the meaning of Item 303(a)(4) of Regulation S-K under the Securities Act and the Exchange Act, as amended by SEC Release No. 33-8182 (January 28, 2003)).

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries NSP as at December 31, 20052000 and December 31, 2001 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLPYoung, LLP present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries NSP as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries NSP as at March December 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062002, and the related unaudited consolidated statements of income and cash flows for the 312-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries NSP as at such date, and the consolidated results of its operations and its consolidated cash flows for the 312-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentsfor the absence of certain notes thereto). As of the Amended and Restated Effective Date, the Borrower NSP and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphparagraph but which would in accordance with GAAP be so reflected in a consolidated balance sheet of NSP and its Subsidiaries as of the Closing Date. During the period from December 31, 2002 to and including the date hereof there has been no Disposition by NSP of any material part of its business or property.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 1999 and the related consolidated statements of income and of cash flows for the Fiscal Year period ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the period then ended. All such Fiscal Yearfinancial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guaranty Obligation, 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 required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. (b) The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2000 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved. Neither the aforementioned firm Company nor any of accountants and disclosed therein and except with respect to interim financialsits consolidated Subsidiaries had, normal year-end audit adjustments). As at the date of the Amended and Restated Effective Datebalance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsGuaranty Obligation, contingent liabilities and liabilities liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is required by GAAP to be but is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries GPI as at December of May 31, 20052003 and May 31, 2004 and the related consolidated statements of income income, changes in shareholders’ equity, and of cash flows for each of the Fiscal Year three years in the period ended on such dateMay 31, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, 2004 present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries respective entities covered as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries GPI as at March of August 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated statements of income and cash flows for the 3-month period (orFiscal Quarter ending August 31, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date2004, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries respective entities covered as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). The consolidated balance sheet of the Borrower as of May 31, 2004 and the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended May 31, 2004 present fairly the consolidated financial condition of the respective entities covered as at such date and the consolidated results of their operations and consolidated cash flows for the fiscal year ended May 31, 2004. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to normal year-end adjustments and except for the absence of footnotes) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Loan Party has any material Guarantee Obligationsobligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraphSection 3.1. During the period from May 31, 2004 to and including the date hereof there has been no Disposition by any Loan Party of any material part of its business or property.

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

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

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December January 31, 2005, 1997 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the fiscal year then ended. All such Fiscal Yearfinancial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material Contingent Obligation, 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 or other Interest Rate Hedge Agreement, which is required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. (b) The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March July 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 1997 and the related unaudited consolidated statements of income and of cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3six-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved. Neither the aforementioned firm Company nor any of accountants and disclosed therein and except with respect to interim financialsits consolidated Subsidiaries had, normal year-end audit adjustments). As at the date of the Amended and Restated Effective Datebalance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsContingent Obligation, contingent liabilities and liabilities liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesInterest Rate Hedge Agreement, that are which is required by GAAP to be but is not reflected in the most recent foregoing statements or in the notes thereto. (c) The Company has delivered to the Agent those financial statements referred to projections listed on Schedule 3.1(c) hereof (collectively, the "Financial Projections"). The Financial Projections represent a reasonable range of possible results in this paragraphlight of the history of the business, present and foreseeable conditions and the intentions of the Borrowers' management. The Financial Projections accurately reflect the liabilities of the Company and its Subsidiaries upon consummation of the transactions contemplated hereby as of the Closing Date.

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

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

Financial Condition. The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31 2014 and December 31, 20052015, and the related consolidated statements of income operations and of cash flows for each of the Fiscal Year fiscal years in the two-year period ended on such dateDecember 31, 2015, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, independent public accountants, present fairly fairly, in all material respects respects, the consolidated financial condition position and results of operations and cash flows of the Parent Borrower as of such dates and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearperiods. The unaudited consolidated balance sheets sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062016, and the related unaudited consolidated statements of income operations and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter ended on such date, present fairly fairly, in all material respects respects, the consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal quarter then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustments)involved. As of the Amended and Restated Effective Closing Date, neither the Parent Borrower and nor any of its Subsidiaries do not have has any material Guarantee Obligations, contingent liabilities and liabilities for taxesTaxes, or any material long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are required under GAAP to be reflected and are not so reflected in the most recent (as of the date hereof) financial statements (including the notes thereto) referred to in this paragraph. Except as disclosed prior to the date hereof in any filing on the Securities and Exchange Commission’s XXXXX system (or any successor thereto) or any other publicly available database maintained by the Securities and Exchange Commission, during the period from December 31, 2015 to and including the date hereof there has been no Disposition by the Parent Borrower or any of its Subsidiaries of any material part of the business or property of the Parent Borrower, taken as a whole.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at December 31, 20051999, and the related audited consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche Xxxxxx Xxxxxxxx LLP, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for such Fiscal Yearthe fiscal year then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062000, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, are complete and correct and present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Borrower nor any of its Consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datebalance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except as set forth on Schedule 5.1, during the period from December 31, 1999, to and including the date hereof, there has been no sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial statements referred condition of the Borrower and its Consolidated Subsidiaries at December 31, 1999. (b) The pro forma consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2000 (including the notes thereto) (the "Pro Forma Balance Sheet"), copies of which have heretofore been furnished to each Lender, has been prepared giving effect (as if such events had occurred on such date) to (i) the Xxxxxxx Transaction, (ii) the transactions contemplated by this Agreement, and (iii) the payment of all fees and expenses in connection with this paragraphAgreement and the Xxxxxxx Transaction. The Pro Forma Balance Sheet has been prepared based on the best information available to the Borrower as of the date of delivery thereof, and presents on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of the Closing Date assuming that the events specified in the preceding sentence had actually occurred at such date. The Pro Forma Balance Sheet has been prepared in accordance with the requirements of Regulation S-X under the Securities Act applicable to a registration statement under the Securities Act on Form S-1.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20051999, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3fiscal year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 2000, and the related unaudited consolidated statements of income and cash flows for the six-month period (orended on such date, in present fairly the event consolidated financial condition of the June 30Borrower and its consolidated Subsidiaries as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6-month period) six -month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the The Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 1999 to and including the date hereof there has been no Disposition by the Borrower and its consolidated Subsidiaries of any material part of its business or Property.

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

Financial Condition. (a) [Reserved] (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at of December 31, 2005, 2018 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, Xxxxx Xxxxxxxx present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March July 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062020, and the related unaudited consolidated statements of income and cash flows for the 3-six (6) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-six (6) month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As No Group Member has, as of the Amended and Restated Effective Closing Date, the Borrower and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2018 to and including the date hereof, there has been no Disposition by any Group Member of any material part of its business or property.

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

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052013, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the NEWYORK 9337361 Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period fiscal year then ended and (or, in ii) the event unaudited consolidated balance sheet of the Borrower as at June 30, 2006 unaudited 2014 and the related consolidated balance sheets are availablestatements of income and cash flows for the fiscal quarter then ended, present fairly the 6-month period) consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (as then in effect) (other han with respect to the absence of footnotes and subject to normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and its Subsidiaries do not have prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to above in this paragraph.

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

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 2005, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year period ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the period then ended. All such Fiscal Yearfinancial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Company nor any of its consolidated Subsidiaries had, at the date of the most recent balance sheet referred to above, any material Guaranty Obligation, 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 required by GAAP to be but is not reflected in the foregoing statements or in the notes thereto. (b) The unaudited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, 2004 and the related unaudited consolidated statements of income and of cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Bank, present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its their consolidated cash flows for the 3three-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved. Neither the aforementioned firm Company nor any of accountants and disclosed therein and except with respect to interim financialsits consolidated Subsidiaries had, normal year-end audit adjustments). As at the date of the Amended and Restated Effective Datebalance sheet referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsGuaranty Obligation, contingent liabilities and liabilities liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is required by GAAP to be but is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052000, December 31, 2001, and December 31, 2002 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the consolidated financial condition position of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at March 31, 2003, and the related unaudited consolidated statements of income and cash flows for the three-month period (orended on such date, in present fairly the event consolidated financial position of the June 30Borrower as at such date, 2006 unaudited and the consolidated balance sheets are available, results of its operations and its consolidated cash flows for the 6three-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and any notes theretothereto (except as contemplated by GAAP or in the case of any notes to the financial statements dated as of March 31, 2003), have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of the most recent financial statements referred to in this paragraph (b), the Borrower and its Subsidiaries do did not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are were not reflected in such financial statements, except as set forth on Schedule 4.1(b). During the most recent financial statements referred period from December 31, 2002 to in this paragraphand including the date hereof, there has been no Disposition by the Borrower of any material part of its business or Property, except as set forth on Schedule 4.1.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31, 20051995, December 31, 1996 and September 30, 1997, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year or nine month period ended on such date, reported on (only in the case of such annual statements) by and accompanied by an unqualified report from Deloitte & Touche KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects in accordance with GAAP and fairly present fairly in all material respects the consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-fiscal year or nine month period (orthen ended, subject in the event case of the June September 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject 1997 statements to normal year-year end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As Neither the Company nor any of its consolidated Subsidiaries had, at the date of the Amended and Restated Effective Datebalance sheets referred to above, the Borrower and its Subsidiaries do not have any material Guarantee ObligationsObligation, contingent liabilities and liabilities or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that which are not reflected in the most recent foregoing statements or in the notes thereto. (b) The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 1995, December 31, 1996 and September 30, 1997, and the related consolidated statements of income and of cash flows for the fiscal year or nine month period ended on such date, reported on (only in the case of such annual statements) by KPMG Peat Marwick LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects in accordance with GAAP and fairly present 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 and their consolidated cash flows for the fiscal year or nine month period then ended, subject in the case of the September 30, 1997 statements to normal year end adjustments. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as disclosed therein). Neither the Borrower nor any of its consolidated Subsidiaries had, at the date of the balance sheets referred to above, any material Guarantee Obligation, contingent liabilities or liability for taxes, long-term lease or unusual forward or long-term commitment, including, without limitation, any material interest rate or foreign currency swap or exchange transaction, which are not reflected in this paragraph.the foregoing statements or in the notes thereto. 50

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 20052008, December 31, 2009 and December 31, 2010, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, dates and the consolidated results of its operations and its consolidated cash flows for the 3respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at June 30, 2011 and the related unaudited consolidated statements of income and cash flows for the six-month period (or, in ended on such date present fairly the event consolidated financial condition of the June 30, 2006 unaudited consolidated balance sheets are availableBorrower as at such date, the 6consolidated results of its operations and its consolidated cash flows for the six-month period) period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (subject to normal year-end audit adjustments and except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Date, the Borrower and its Subsidiaries do not have No Group Member has any material Guarantee Obligations, contingent liabilities and of material liabilities for taxes, taxes or any long-long term leases or unusual forward or long-long term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2010 to and including the date hereof there has been no Disposition by any Group Member of any material part of its business or property that has not been disclosed by Borrower to the Administrative Agent.

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

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052015, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period fiscal year then ended and (or, in ii) the event the June 30, 2006 unaudited consolidated balance sheets are availablesheet of the Borrower as at March 31, 2016 and the 6-month period) related consolidated statements of income and cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments)ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (as then in effect) (other than with respect to the absence of footnotes and subject to normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and and/or its Subsidiaries do not have prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to above in this paragraph.. AMERICAS 91292599

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052015, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period fiscal year then ended and (or, in ii) the event the June 30, 2006 unaudited consolidated balance sheets are availablesheet of the Borrower as at March 31, 2016 and the 6-month period) related consolidated statements of income and cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments)ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (as then in effect) (other than with respect to the absence of footnotes and subject to normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and and/or its Subsidiaries do not have prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to above in this paragraph.. AMERICAS 91292609

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 20052013, and the related consolidated statements of income and of cash flows for the Fiscal Year ended on such datefiscal year then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month period fiscal year then ended and (or, in ii) the event unaudited consolidated balance sheet of the Borrower as at June 30, 2006 unaudited 2014 and the related consolidated balance sheets are availablestatements of income and cash flows for the fiscal quarter then ended, present fairly the 6-month period) consolidated financial condition of the NEWYORK 9337878 Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (as then in effect) (other than with respect to the absence of footnotes and subject to normal year-end adjustments) applied consistently throughout the periods involved (except as agreed by the Administrative Agent and the Required Lenders or as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Restatement Effective Date, except as set forth on Schedule 4.1 and/or as disclosed in the SEC public filings of the Borrower and its Subsidiaries do not have prior to the date hereof, neither the Borrower nor any Significant Subsidiary has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to above in this paragraph.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 31, 2005, 2011 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal year ended on such date, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPKPMG LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such date, and the consolidated results of its their operations and its consolidated cash flows for such Fiscal Year. The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its their consolidated cash flows for the 3-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) fiscal year then ended (subject to normal year-end audit adjustments)ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of such accountants and as disclosed therein therein). The unaudited consolidated balance sheet of the Parent and its consolidated Subsidiaries as at March 31, 2012 and the related unaudited consolidated statements of income and of cash flows for the fiscal quarter ended on such date, certified by a Responsible Officer, copies of which have heretofore been furnished to each Lender, have been prepared in accordance with GAAP (except with respect as permitted by Form 10-Q under the Securities and Exchange Act of 1934, as amended) applied consistently throughout the periods involved, and present fairly the consolidated financial condition of the Parent and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal quarter then ended (subject to interim financials, normal year-end audit adjustments). As Neither the Parent nor any of the Amended and Restated Effective Dateits consolidated Subsidiaries had, the Borrower and its Subsidiaries do not have at March 31, 2012, any material Guarantee ObligationsObligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. During the period from March 31, 2012 to and including the Restatement Closing Date, there has been no sale, transfer or other disposition by the Parent or any of its consolidated Subsidiaries of any material part of its business or property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraphcondition of the Parent and its consolidated Subsidiaries at March 31, 2012.

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

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at or about December 31, 20052001, December 31, 2002 and December 31, 2003, and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, PriceWaterhouse Coopers LLC present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at or about March 31, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062004, and the related unaudited consolidated statements of income and cash flows for the 3-month quarterly period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such datedates, present fairly in all material respects the consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3-month quarterly period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustmentsadjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective DateExcept as disclosed on Schedule 5.1, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from the date of the most recent audited consolidated balance sheet delivered pursuant to this clause (b) to and including the date hereof, there has been no Disposition by Holdings of any material part of its business or property.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 29, 2001, December 29, 2002 and December 31, 2005, 2003 and the related consolidated statements of income and of cash flows for the Fiscal Year fiscal years ended on such datedates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPArthur Andersen LLP with respect to the 2001 financial statements axx xxxm Xxxxxxxterhouse Coopers LLP with respect to the 2002 and 2003 financial statements, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datedates, and the consolidated results of its operations and its consolidated cash flows for such Fiscal Yearthe respective fiscal years then ended. The unaudited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at March 31October 2, 2006, or if available on or prior to the Amended and Restated Effective Date, June 30, 20062004, and the related unaudited consolidated statements of income and cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the 3nine-month period (or, in the event the June 30, 2006 unaudited consolidated balance sheets are available, the 6-month period) then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject to the absence of footnotes with respect to unaudited quarterly statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein and except with respect to interim financials, normal year-end audit adjustmentstherein). As of the Amended and Restated Effective Datedate of this Agreement, the Borrower and its Subsidiaries do not have no Group Member has any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or < 30 > foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that (i) are not material to the Borrower and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in the Borrower's most recent report on Form 10-K and any subsequent reports on Form 10-Q or Form 8-K filed with the SEC prior to the date of this Agreement (such filings made prior to the date of this Agreement, the "SEC Filings"). During the period from December 31, 2003 to and including the date of this Agreement there has been no Disposition by any Group Member of any part of its business or property material to the Borrower and its Subsidiaries taken as a whole except as set forth in the most recent financial statements referred to in this paragraph or in the Borrower's SEC Filings.