Common use of Financial Condition Clause in Contracts

Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. (a) The audited consolidated balance sheets of the Parent Borrower as at December 31, 2008 and December 312022, 2009 and the related consolidated statements of income income, stockholders’ equity and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte ▇▇▇▇▇ & Touche Young LLP, present fairly fairly, in all material respects, the Consolidated consolidated financial condition of the Parent Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal year then ended. The unaudited consolidated balance sheet of the Parent Borrower and its Subsidiaries as at the last day of any subsequent fiscal quarter ended at least 45 days prior to the Closing Date and the related unaudited consolidated statements of income and cash flows for the three-month periods ended on such dates, present fairly, in all material respects, the consolidated financial condition of the Parent Borrower and its Subsidiaries as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years three-month periods then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have . (b) As of the Closing Date, no Group Member has any material GuaranteesGuarantee 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, 2009 2022 to and including the date hereof Closing Date there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its the business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows property of the Borrower and its SubsidiariesGroup Members, taken as a whole (other than in the ordinary course of the date and for the periods covered therebybusiness).

Financial Condition. (a) [INTENTIONALLY OMITTED]. (b) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2008 and December 312005, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at March 31, 2006, and the related unaudited consolidated statements of income and cash flows for such month and the portion of the fiscal year through the end of such month, 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 portion of the fiscal year through the end of such month (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). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee 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 31April 1, 2009 2006 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The Company has heretofore delivered to Lenders, at Lenders' request, the following financial statements and information: (i) the audited consolidated balance sheets of Holdings and its Subsidiaries for each of Fiscal Years 1996 and 1995, the Borrower as at December 31, 2008 unaudited consolidated balance sheet of Holdings and December 31, 2009 its Subsidiaries for Fiscal Year 1994 and the related consolidated statements of income income, stockholders' equity and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower Holdings and its Subsidiaries as at for each such dates, Fiscal Year and (ii) the Consolidated results unaudited consolidated and consolidating balance sheets of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower Holdings and its Subsidiaries do not have any material Guarantees, contingent liabilities for each fiscal month 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 Fiscal Quarter ended subsequent to the date of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During clause (i) and the period from December 31related unaudited consolidated statements of income, 2009 to stockholders' equity and including the date hereof there has been no Disposition by the Borrower or any cash flows of Holdings and its Subsidiaries for each such period (except for statements of any material part of its business or Propertycash flows for each such monthly period). The financial All such statements delivered pursuant to Section 8.1(a) have been were prepared in accordance conformity with GAAP and present fairly present, in all material respects respects, the financial position (on a consolidated basis) of the entities described in such financial condition, statements as at the respective dates thereof and the results of operations and cash flows (on a consolidated basis) of the Borrower entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments and the absence of footnotes. On the Closing Date, Holdings and Company do not (and will not following the funding of the initial Loans) have any Contingent Obligation, contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the foregoing financial statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings or any of its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. (a) (i) The audited consolidated balance sheets sheet of the Borrower as EPPHC and its consolidated Subsidiaries at December 31, 2008 and December 31, 2009 2004 and the related audited consolidated statements of income and of income, cash flows and stockholder’s equity for the fiscal years year ended on such datesdate, together with the related notes and schedules thereto, reported on by Pricewaterhouse Coopers LLP, and accompanied by an unqualified report from Deloitte & Touche LLP(ii) the unaudited consolidated balance sheet of EPPHC and its consolidated Subsidiaries as at March 31, 2005, and June 30, 2005, in each case, together with the related unaudited consolidated statements of income, cash flows, and stockholder’s equity for each of the fiscal quarters then ended, in each case copies of which have heretofore been furnished or made available to each Lender, present fairly in all material respects the Consolidated consolidated financial condition position of the Borrower EPPHC and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years periods then ended. , in conformity with GAAP (subject, in the case of clause (ii), to customary year-end audit adjustments and reduced footnote disclosure). (a) All such financial statementsstatements referred to in subsection 5.1(a), 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). The Borrower and On the Closing Date, neither EPPHC nor any of its consolidated Subsidiaries do not have any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease, outstanding debt or Lien other than Permitted Liens 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 disclosed in the most recent financial statements referred to in this paragraph. During subsection 5.1(a) or in the period from December 31, 2009 notes thereto to and including the date hereof there has been no Disposition extent required by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyGAAP.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31June 30, 2008 2013, June 30, 2014 and December 31June 30, 2009 2015, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee Equivalents, 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 except those (a) reflected in the most recent financial statements referred to in this paragraph, (b) which were incurred after June 30, 2015, in the case of the Company and its Subsidiaries in the ordinary course of business and consistent with past practices, (c) that are obligations (including transaction costs) in connection with this Agreement, or (d) that, individually or in the aggregate, do not have a Material Adverse Effect. During the period from December 31June 30, 2009 2015 to and including the date hereof hereof, except as publicly disclosed in filings with the SEC prior to the Closing Date,2 there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant property that is material to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries, taken as of the date and for the periods covered therebya whole.

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders’ request, the audited consolidated balance sheets sheet of the Borrower Holdings and its Subsidiaries as at December 31, 2008 and December 31, 2009 2014 and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year then ended and the unaudited consolidated balance sheet of Holdings and its Subsidiaries and the unaudited consolidated balance sheet of Company and its Subsidiaries as of September 30, 2014 and the related unaudited consolidated statements of income and of cash flows of Company and its Subsidiaries for the fiscal years ended on periods then ended. All such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, statements were prepared in conformity with GAAP. All such consolidated financial statements fairly present fairly in all material respects the Consolidated consolidated financial condition position of the Borrower Holdings and its Subsidiaries as at such dates, the date thereof and the Consolidated consolidated results of its operations and its Consolidated cash flows of Holdings and its Subsidiaries for the respective fiscal years then ended. All such period covered thereby subject to, in the case of quarterly financial statements, including year-end adjustments and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm absence of accountants and disclosed therein)footnotes. The Borrower and Neither Holdings nor any of its Subsidiaries do not have has any material Guarantees, contingent liabilities and liabilities liability or material liability for taxes, or any long-long- term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the foregoing financial statements or in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The consolidated financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition7.1 of this Agreement, results of operations and cash flows of the Borrower and its Subsidiaries, as of except for those incurred since the date and for the periods covered therebyof such financial statements that are not prohibited hereunder.

Financial Condition. The audited Borrower has furnished to the Bank the Borrower's consolidated balance sheets sheet and the related operating statement and statement of changes in financial position for the Borrower's fiscal year ending January 30, 1999. These financial statements present fairly in conformity with GAAP the consolidated financial condition and affairs of Borrower and its Subsidiaries as of the date thereof, and the consolidated results of the operations of Borrower and its Subsidiaries for the periods covered thereby, and have been prepared in accordance with generally accepted accounting principles on a basis consistently applied. The unaudited consolidated balance sheet of the Borrower as at December 31and its Subsidiaries with respect to the period ending May 1, 2008 and December 31, 2009 1999 and the related unaudited consolidated statements of income and retained earnings and changes in financial position of cash flows the Borrower and its Subsidiaries for the fiscal years ended on such datesperiod then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have been delivered to the Bank, fairly present fairly in accordance with GAAP, the Consolidated consolidated financial condition position of the Borrower and its Subsidiaries as at such dates, date and the Consolidated consolidated results of its the operations and its Consolidated cash flows for the respective fiscal years period then ended. All such financial statements, including Since 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 date of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to such balance sheet and including the date hereof related operating statement there has been no Disposition by materially adverse change in the assets or liabilities or financial condition of Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower as at December 31, 2008 and December 312003, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe Auditors (the "2003 Statements"), present fairly fairly, in all material respects, the Consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years year then ended. The unaudited balance sheet of the Borrower as at September 30, 2004, and the related unaudited statements of income and cash flows for the 9-month period ended on such date, present fairly, in all material respects, the financial condition of the Borrower as at such date, and the results of its operations and its consolidated cash flows for the 9-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP Applicable Accounting Principles (or IAS, in the case of the 2003 Statements) applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein, and except as necessary to reflect any differences between IAS and Applicable Accounting Principles). The Except for commitments under contracts for construction of the Expansion, as of the date of this Agreement, the Borrower and its Subsidiaries do not have any has no material GuaranteesGuarantee Obligations, material contingent liabilities and liabilities, material liabilities for taxes, or any long-term leases (other than the Harbour Agreement or Smelter Site Agreement) 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 (including the related schedules and notes thereto) referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. (a) The audited consolidated balance sheet of the Company and its Subsidiaries dated December 31, 2005, and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for the Fiscal Year ended on that date have been delivered to the Purchasers. The audited consolidated balance sheet of the Company and its Subsidiaries dated December 31, 2005, and the related audited consolidated statements of income or operations, shareholders' equity and cash flows for the Fiscal Year ended on that date, were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, fairly present, in all material respects, the financial condition of such Persons as at the dates indicated and the results of their operations and their cash flows for the periods indicated, except as otherwise indicated therein. (b) The unaudited consolidated balance sheets of the Borrower Company and its Subsidiaries as at December 31the end of each Fiscal Quarter ended more than 45 days prior to the Closing Date, 2008 and December 31, 2009 consisting of a consolidated balance sheet and the related consolidated statements of income and of cash flows for the fiscal years ended on such datesperiods indicated were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, reported on and certified by and accompanied by an unqualified report from Deloitte & Touche LLPthe chief financial officer of the Company that they fairly present, present fairly in all material respects, the Consolidated financial condition of the Borrower Company and its Subsidiaries as at such dates, the dates indicated and the Consolidated results of its their operations and its Consolidated their cash flows for the respective fiscal years then ended. All such financial statementsperiods indicated, including the related schedules subject to changes resulting from audit and notes theretonormal 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). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyabsence of footnotes and as otherwise expressly noted therein.

Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31, 2008 2003 and December 31, 2009 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 Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 2004 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31of August 30, 2008 and December 31, 2009 2003 and the related audited consolidated statements of income earnings and statements of cash flows for the fiscal years year ended on such datesAugust 30, reported on 2003 have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (a) have been audited by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(ab) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby and (c) present fairly (on the basis disclosed in all material respects the footnotes to such financial statements) the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, consolidated Subsidiaries as of the such date and for such periods. During the periods covered therebyperiod from August 30, 2003 to and including the Closing Date, there has been no sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of the business or property of the Borrower and its consolidated Subsidiaries, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any capital stock of any other person) material in relation to the consolidated financial condition of the Borrower and its consolidated Subsidiaries, taken as a whole, in each case, which, is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. Since August 30, 2003, through and including the Closing Date, there has not occurred an event or condition which has had a Material Adverse Effect.

Financial Condition. (a) [Reserved.] (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at of December 31, 2008 and December 312023, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material GuaranteesGuarantee 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 or disclosed in SEC Reports filed prior to the date hereof. During the period from December 31, 2009 2023 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant Property except as has been expressly disclosed in SEC Reports filed prior to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyhereof.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at of December 31, 2008 2011, December 31, 2012 and December 31, 2009 2013, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Loan Party has, as of the Closing Date, any material GuaranteesGuarantee obligations, material 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 or have been incurred after the date of such financial statements in the ordinary course of such Loan Party’s business that in the case of material contingent liabilities, have not been disclosed to the Administrative Agent. During the period from December 31, 2009 2013 to and including the date hereof hereof, there has been no Disposition disposition by the Borrower or any of its Subsidiaries Loan Party of any material part of its business or Property. The financial statements delivered pursuant property. (b) Since December 31, 2013, there has been no development or event that has had or could reasonably be expected to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebya Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets Audited Financial Statements of the Borrower as at December 31, 2008 and December 31, 2009 Company and the related Unaudited Financial Statements of the Company and the notes thereto present fairly the consolidated statements financial condition of income the Company and its Subsidiaries as of such dates, and the consolidated results of their operations and cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years periods then ended. All such financial statements, including The Audited Financial Statements of the related schedules Company and notes thereto, the Unaudited Financial Statements of the Company have been prepared in accordance with GAAP applied consistently throughout the periods involved (presented except as approved by disclosed in such financial statements and the aforementioned firm notes thereto. The Audited Financial Statements of accountants the Acquired Business, together with the notes thereto, give a fair view of the consolidated financial position of the Acquired Business as at the date to which they were prepared and for the financial years then ended and were prepared in accordance with IFRS applied consistently throughout the periods presented except as disclosed thereinin such financial statements and the notes thereto. To the knowledge of the Company, the Unaudited Financial Statements of the Acquired Business fairly represent the financial position of the Acquired Business as at the date to which they were prepared and for the financial quarters to which they relate and were prepared on a basis consistent with IFRS (to the extent appropriate in the context of such accounts). The Borrower and Neither the Company nor any of its Subsidiaries do not have (in the case of any of the following relating to the Acquired Business for the period from January 1, 2013 through the Closing Date, to the Company’s knowledge) has any material Guarantees, contingent liabilities and liabilities for taxes, Contingent Obligation or any long-term leases material obligation, liability or unusual forward commitment, direct or long-term commitments, contingent (including, without limitation, any interest rate liability for taxes or foreign currency swap any material forward or exchange transaction or other obligation in respect of derivativeslong-term commitment), that are which is (a) not reflected in the most recent financial foregoing statements referred and the notes thereto or (b) prohibited to in be incurred under this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyAgreement.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at of December 31, 2008 and December 312012, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2013, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments 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). The Borrower and its Subsidiaries do not have No Group Member has, as of the Closing Date, any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31, 2008 2010 and December 31, 2009 2011 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 2011 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at December 31, 2008 and December 31, 2009 1998 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by PricewaterhouseCoopers LLP and accompanied certified by an unqualified report from Deloitte & Touche LLPthe chief financial officer of the Parent, copies of which have heretofore been furnished to each Lender, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or chief financial officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Borrower and Except as set forth on Schedule 3.1(a), neither the Parent nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During Except as contemplated by the Merger Agreement, during the period from December 31, 2009 1998 to and including the date hereof hereof, there has been no Disposition sale, transfer or other disposition by the Borrower Parent or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower Parent and its Subsidiariesconsolidated Subsidiaries at December 31, as 1998, other than the sale of inventory in the date and for the periods covered therebyordinary course of business.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries dated as at of December 31, 2008 and December 31, 2009 2010 and the related consolidated statements of income operations and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, fairly present fairly the Consolidated consolidated financial condition of the Borrower Parent and its consolidated Subsidiaries as at such datesdate, and the Consolidated their consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then 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). . (b) The Borrower unaudited consolidated balance sheet of Parent and its consolidated Subsidiaries do not dated as of March 31, 2011, 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 the absence of footnotes and to normal year-end audit adjustments. Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the period involved as set forth therein. (c) Except as set forth on Schedule 4.1, no Group Member has any material GuaranteesGuarantee 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 paragraphSection. During the period from December 31, 2009 2010, to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared property from that reflected in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results balance sheet of operations and cash flows of the Borrower and its Subsidiaries, Parent dated as of the date and for the periods covered therebyDecember 31, 2010.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company as at December 31, 2008 and December 31, 2009 and the related consolidated statements statement of income operations and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPricewaterhouseCoopers, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Company as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of the Company as at September 30, 2010 and the related consolidated statement of operations and of cash flows for the three fiscal quarter period ended on such date, reported on by the Company, present fairly the consolidated financial condition of the Company as at such date, and the consolidated results of operations and consolidated cash flows for the nine months ended on such date. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have Except as set forth on Schedule 4.1, no Group Member has any material GuaranteesGuarantee 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 Unless otherwise disclosed in writing to the Lenders prior to the date hereof, during the period from December 31June 30, 2009 2010, to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Company of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31June 30, 2008 and December 312017, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present presents fairly the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee Equivalents, 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 except those (a) reflected in the most recent financial statements referred to in this paragraph, (b) which were incurred after June 30, 2017, in the case of the Company and its Subsidiaries in the ordinary course of business and consistent with past practices, (c) that are obligations (including transaction costs) in connection with this Agreement, or (d) that, individually or in the aggregate, do not have a Material Adverse Effect. During the period from December 31June 30, 2009 2017 to and including the date hereof Closing Date, except as publicly disclosed in filings with the SEC prior to the Closing Date, there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant property that is material to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries, taken as of the date and for the periods covered therebya whole.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31September 30, 2008 and December 31, 2009 1997 and the related consolidated statements of income and of cash flows for the fiscal years period ended on such datesdate, reported on by copies of which have heretofore been furnished to the Agent, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, date and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, (a) any material GuaranteesGuarantee Obligation, except for Guarantee Obligations in existence as of the date hereof and listed on Schedule VI, (b) any contingent liabilities and liabilities liability or liability for taxes, taxes or (c) 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 financial foregoing statements referred or in the notes thereto. Except to in the extent permitted under this paragraph. During Agreement or as disclosed to the period from December 31, 2009 Agent prior to and including the date hereof hereof, or as otherwise separately disclosed to the Agent in writing prior to the date hereof, there has been no Disposition sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at September 30, as of 1997 during the period from September 30, 1997 to and including the date and for the periods covered therebyhereof.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2008 and December 31, 2009 1997 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998 and the related unaudited consolidated statements of income and of cash flows for the six-month period ended on such date, certified by a Responsible Officer of the Borrower, copies of which have heretofore been furnished to each Lender, 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 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 involved. Neither the aforementioned firm Borrower nor any of accountants and disclosed therein). The Borrower and its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee 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 paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31September 30, 2008 and December 312000, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPLLP (which report includes an explanatory paragraph regarding going concern issues), and the unaudited consolidated balance sheets of the Borrower as at June 30, 2001, and the related consolidated statements of income and cash flows for the 9-month period then ended, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then endedperiods covered thereby. All such financial statements, including the related schedules and notes thereto, if any, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements referred to in this paragraphSection, except as disclosed on Schedule 4.1. During the period from December 31June 30, 2009 2001 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant Property or any transfer of Capital Stock of any Subsidiary to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyany Person other than a Wholly Owned Subsidiary Guarantor.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its Subsidiaries as at December 31, 2008 2001, December 31, 2002 and December 31, 2009 2003 and the related audited consolidated statements of income operations and of stockholders' equity and cash flows for the fiscal years ended on such dates, reported on by dates and accompanied by an unqualified report from Deloitte & Touche LLP, the notes thereto present fairly the Consolidated consolidated financial condition of the Borrower Company and its Subsidiaries as of such dates, and the consolidated results of their operations and cash flows for the fiscal years then ended. The unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as at such datesMarch 31, 2004 and the Consolidated results related unaudited consolidated condensed statements of its operations and its Consolidated stockholders' equity and cash flows for the respective fiscal years period ended on such date and the notes thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the period then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject, in the case of the interim financial statements, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods involved (presented except as approved by disclosed in such financial statements and the aforementioned firm notes thereto. Neither the Company nor any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have has any material Guarantees, contingent liabilities and liabilities for taxes, Contingent Obligation or any long-term leases material obligation, liability or unusual forward commitment, direct or long-term commitments, contingent (including, without limitation, any interest rate liability for taxes or foreign currency swap any material forward or exchange transaction or other obligation in respect of derivativeslong-term commitment), that are which is not (A) reflected in the most recent financial foregoing statements referred and the notes thereto or (B) permitted to in be incurred under this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyAgreement.

Financial Condition. The audited consolidated balance sheets of the Borrower as at of (i) December 31, 2008 2005 and December 31, 2009 2006, and (ii) December 31, 2007, and in each case, the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPfrom, with respect to (i) BDO ▇▇▇▇▇▇▇, LLP and with respect to (ii) KPMG, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower Borrower, the Guarantors and its their respective Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower as at April 30, 2008, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments 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). The Borrower and its Subsidiaries do not have No Group Member has, as of the Closing Date, any material GuaranteesGuarantee 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 31May 30, 2009 2007 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiary as at December 31, 2008 and December 31, 2009 1994 and the related consolidated statements statement of income operations, shareholders' equity and of cash flows for the fiscal years year ended on such datesdate, reported on certified by and accompanied by an unqualified report from Deloitte Ernst & Touche Young, LLP, copies of which certified statements have heretofore been furnished to the Bank, are complete and correct and present fairly the Consolidated financial condition of the Borrower and its Subsidiaries consolidated Subsidiary as at such datesdate, and the Consolidated results of its operations for the fiscal year then ended and the interim financial statements of the Borrower and its Consolidated consolidated Subsidiary s at September 30, 1995 and the related consolidated statements of operations, shareholders' equity and cash flows for the respective fiscal years quarter then ended on such date prepared by management of the Borrower and certified as true and correct by the chief financial officer of the Borrower, copies of which statements have heretofore been furnished to the Bank, are complete and correct and present fairly the financial condition of the Borrower and its consolidated Subsidiary as at such date, and the results of its operations for the fiscal quarter then ended. All such Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. neither the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and nor its Subsidiaries do not have consolidated Subsidiary has any material Guaranteescontingent 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 foregoing certified statements referred to or in this paragraphthe notes thereto. During the period from December 31, 2009 to and including Since the date hereof of the aforementioned financial statements, there has been no Disposition by material adverse change in the business, operations, assets or financial or other condition of the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebySubsidiary.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred on such date) to (i) the Loans to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly in all material respects on a pro forma basis the estimated financial position of Borrower and its consolidated Subsidiaries as of the Closing Date assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at of December 31, 2008 2010, December 31, 2011, and December 31, 2009 2012, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has, as of the Closing Date, any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 2012 to and including the date hereof hereof, there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The (a) audited consolidated balance sheets of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition sheet of the Borrower and its Subsidiaries as at such datesDecember 31, 2002, and the Consolidated related audited consolidated statements of operations and cash flows for the fiscal year ended on such date, and (b) unaudited consolidated balance sheet of the Borrower and its Subsidiaries as at March 31, 2003, and the related unaudited consolidated statements of operations and cash flows for the three-month period ended on such date, have been prepared based on the best information available to the Borrower as of the date of delivery thereof, and present fairly the consolidated financial condition of the Borrower as at such date, and the consolidated results of its operations and its Consolidated consolidated cash flows for the respective period then ended (subject, in the case of unaudited financial statements for any fiscal years then endedquarter, 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 KPMG and disclosed therein or as otherwise disclosed therein). The Borrower and its Subsidiaries do not have any material GuaranteesGuarantee 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 such financial statements referred to in this paragraphstatements. During the period from December 31, 2009 2002 to and including the date hereof Second Restatement Effective Date, there has been no Disposition by Holdings (except as contemplated by the Organizational Restructuring), the CCO Parent, the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 2008 and December 31, 2009 2002 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe consolidated balance sheet as at March 31, present fairly 2003 and the Consolidated financial condition statements of income and cash flow of the Borrower and its Subsidiaries for the three month period ended March 31, 2003, copies of all of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then endedperiods covered thereby. 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 Borrower nor any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesContingent 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 or in the notes thereto. (i) As of the Closing Date and after giving effect to in this paragraph. During Agreement and the period from December 31Loans to be made on the Closing Date, 2009 to and including the date hereof there has been no Disposition by the Borrower is Solvent. (ii) The Borrower does not intend to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or any in respect of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyDebt.

Financial Condition. The audited Company has delivered to each Purchaser the following financial statements identified by a principal financial officer of the Company: (a) consolidated balance sheets of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower Company and its Subsidiaries as at December 31st in each of the three fiscal years of the Company most recently completed prior to the date as of which this representation is made or repeated to such datesPurchaser (other than fiscal years completed within 90 days prior to such date for which audited financial statements have not been released) and consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for each such year, all reported on by PricewaterhouseCoopers LLP or such other independent public accountants acceptable to the Required Holders and (ii) consolidated balance sheets of the Company and its Subsidiaries as at the end of the quarterly period (if any) most recently completed prior to such date and after the end of such fiscal year (other than quarterly periods completed within 60 days prior to such date for which financial statements have not been released) and the Consolidated comparable quarterly period in the preceding fiscal year and consolidated statements of income, cash flows and shareholders’ equity for the periods from the beginning of the fiscal years in which such quarterly periods are included to the end of such quarterly periods, prepared by the Company. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates thereof and the consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules periods indicated and notes thereto, have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, 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 set forth in the most recent financial statements referred to notes thereto (subject, in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries case of any material part interim financial statements, to normal year-end adjustments and the absence of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyfootnotes).

Financial Condition. (i) The audited consolidated balance sheets sheet (the "BALANCE SHEET") of the Borrower Lessee and its consolidated Subsidiaries as at of December 31, 2008 and December 31, 2009 2003 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to each of the Participants, are complete and correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower Lessee and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years year then ended. . (ii) 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). The Borrower and Neither the Lessee nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto. Except to the extent permitted under this Agreement or separately disclosed to the Participants in this paragraph. During the period from December 31, 2009 writing prior to and including the date hereof hereof, there has been no Disposition sale, transfer or other disposition by the Borrower Lessee or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower Lessee and its Subsidiariesconsolidated Subsidiaries at December 31, as of 2003 during the period from December 31, 2003 to and including the date and for the periods covered therebyhereof.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2008 and December 312003, 2009 and the related consolidated statements statement of income income, partners' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated statements of income, partners' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the three month period ended on such datesdate heretofore furnished to the Administrative Agent, reported on by are/is complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates, said dates and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then endedyear and the three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). All Except as reflected or referred to in such financial statements, including neither the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout Borrower nor any Subsidiary has on the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have Closing Date any material GuaranteesDebt (other than the Spectrum Income Tax Obligation), contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate 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 Since December 31, 2009 to and including the date hereof 2003, there has been no Disposition by change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) Subsidiary have been prepared in accordance with GAAP materially and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyadversely affected.

Financial Condition. The audited consolidated balance sheets of the Borrower Holdings and its consolidated Subsidiaries as at December 31, 2008 and December 312008, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLP, Young LLP present fairly the Consolidated consolidated financial condition of the Borrower Holdings and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Except as disclosed on SCHEDULE 3.1, Holdings, the Borrower and its their respective Subsidiaries do not have any material GuaranteesGuarantee 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 Except as disclosed on SCHEDULE 3.1(B), during the period from December 31, 2009 2008 to and including the date hereof there has been no Disposition by Holdings, the Borrower or any of its their respective Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets and income statements of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows Consolidated Parties for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to 2009, December 31, 2010 and December 31, 2011 (including the date hereof there has notes thereto) (i) have been no Disposition audited by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(aKPMG LLP, (ii) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (iii) 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, Consolidated Parties as of the such date and for such periods. The unaudited interim balance sheets of the Consolidated Parties as at the end of, and the related unaudited interim statements of earnings and of cash flows for, each quarterly period ended after December 31, 2011 and prior to the Closing Date (i) have been prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements) in all material respects the consolidated financial condition, results of operations and cash flows of the Consolidated Parties as of such date and for such periods. During the period from December 31, 2011 to and including the Closing Date, there has been no sale, transfer or other disposition by any Consolidated Party of any material part of the business or property of the Consolidated Parties, taken as a whole, and no purchase or other acquisition by any of them of any business or property (including any Capital Stock of any other Person) material in relation to the consolidated financial condition of the Consolidated Parties, taken as a whole, in each case, which is not reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders on or prior to the Closing Date. As of the Closing Date, the Borrowers and their Subsidiaries have no material liabilities (contingent or otherwise) that are not reflected in the foregoing financial statements or in the notes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its Subsidiaries as at December 31, 2008 and December 31, 2009 2000 and the related audited consolidated statements of income operations and of stockholders' equity and cash flows for the fiscal years year ended on such dates, reported on by date and accompanied by an unqualified report from Deloitte & Touche LLP, the notes thereto present fairly the Consolidated consolidated financial condition of the Borrower Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. The unaudited consolidated condensed balance sheets of the Company and its Subsidiaries as at March 31, June 30 and September 30, 2001 and the related unaudited consolidated condensed statements of operations and stockholders' equity and cash flows for the periods ended on such dates and the notes thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such respective dates, and the Consolidated consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years periods then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject, in the case of the interim financial statements, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods involved (presented except as approved by disclosed in such financial statements and the aforementioned firm notes thereto or in writing to the Lenders prior to the date of accountants and disclosed therein)this Agreement. The Borrower and Neither the Company nor any of its Subsidiaries do not have has any material Guarantees, contingent liabilities and liabilities for taxes, Contingent Obligation or any long-term leases material obligation, liability or unusual forward commitment, direct or long-term commitments, contingent (including, without limitation, any interest rate liability for taxes or foreign currency swap any material forward or exchange transaction or other obligation in respect of derivativeslong-term commitment), that are which is not (A) reflected in the most recent financial foregoing statements referred and the notes thereto or otherwise disclosed in writing to in this paragraph. During the period from December 31, 2009 Lenders prior to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant (B) permitted to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebybe incurred under this Agreement.

Financial Condition. The audited consolidated balance sheets Borrower Consolidated Financial Statements as of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, 1998 reported on by the Accountants, 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 the Consolidated financial condition of the Borrower and its Subsidiaries Consolidated Businesses as at of such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years Fiscal Year then ended. The Borrower Consolidated Financial Statements as of September 30, 1999 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 Businesses as of such date, and the consolidated results of their operations 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 such Accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Neither the Borrower and nor any of its Subsidiaries do not have Consolidated Businesses had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto. Except as previously disclosed to the Administrative Agent in this paragraph. During writing, during the period from December 31, 2009 to 1998 and including the date hereof there has been no Disposition sale, transfer or other disposition by the Borrower or any of its Subsidiaries Consolidated Businesses of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower and its Subsidiaries, Consolidated Businesses as of the date and for the periods covered therebyDecember 31, 1998.

Financial Condition. The audited consolidated balance sheets of the Parent Borrower and its Subsidiaries as at December 31, 2008 2013 and December 31, 2009 2014 and the related consolidated statements of income and of cash flows for the fiscal years ended on such datesDecember 31, 2012, 2013 and 2014, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the Consolidated consolidated financial condition position of the Parent Borrower and its Subsidiaries as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then 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 provided that the unaudited financial statements need not contain footnotes). The As of the date of the most recent financial statements referred to in this Section 4.1, the Parent Borrower and its Subsidiaries do did not have any material GuaranteesGuarantee 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 the most recent such financial statements referred to in this paragraphstatements, except as set forth on Part I of Schedule 4.1. During the period from December 31, 2009 2014 to and including the date hereof hereof, there has been no Disposition by the Parent Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results except as set forth on Part II of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebySchedule 4.1.

Financial Condition. The Borrowers have heretofore delivered to Lenders, at Lenders’ request, the audited consolidated balance sheets sheet of the Borrower Holdings and its Subsidiaries as at December 31, 2008 and December 31, 2009 2010 and the related consolidated statements of income, stockholders’ equity and cash flows of Holdings and its Subsidiaries for the Fiscal Year then ended and the unaudited consolidated balance sheet of Holdings and its Subsidiaries and the unaudited consolidated balance sheet of Company and its Subsidiaries as of March 31, 2011 and the related unaudited consolidated statements of income and of cash flows of Company and its Subsidiaries for the fiscal years ended on periods then ended. All such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, statements were prepared in conformity with GAAP. All such consolidated financial statements fairly present fairly in all material respects the Consolidated consolidated financial condition position of the Borrower Holdings and its Subsidiaries as at such dates, the date thereof and the Consolidated consolidated results of its operations and its Consolidated cash flows of Holdings and its Subsidiaries for the respective fiscal years then ended. All such period covered thereby subject to, in the case of quarterly financial statements, including year-end adjustments and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm absence of accountants and disclosed therein)footnotes. The Borrower and Neither Holdings nor any of its Subsidiaries do not have has any material Guarantees, contingent liabilities and liabilities liability or material liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the foregoing financial statements or in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The consolidated financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial conditionsubsection 5.1 of this Agreement, results of operations and cash flows of the Borrower and its Subsidiaries, as of except for those incurred since the date and for the periods covered therebyof such financial statements that are not prohibited hereunder.

Financial Condition. (a) The audited consolidated combined balance sheets of Polo ▇▇▇▇▇ ▇▇▇ren L.P. and its Subsidiaries, Polo ▇▇▇▇▇ ▇▇▇r▇▇ ▇▇▇erprises, L.P., The Ralp▇ ▇▇▇ren Womenswear Company, L.P. and its Subsidiary and Polo Retail Corporation and its Subsidiaries (all of the Borrower foregoing, collectively, the "Polo Company") as at December 31March 29, 2008 and December 31, 2009 1997 and the related consolidated combined statements of income and retained earnings and of cash flows changes in financial position for the fiscal years year ended on such datesdate, 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 the Consolidated financial condition of the Borrower and its Subsidiaries Polo Company as at such datesdate, and the Consolidated results of its Polo Company's operations and its Consolidated cash flows changes in financial position for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes theretoto all such financial statements, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved concurred in by such accountants or Responsible Officers, as the aforementioned firm of accountants case may be, and as disclosed therein). The Borrower and its Subsidiaries do not have No Polo Company had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, 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 interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from December 31notes thereto (and, 2009 to and including in the date hereof there has been no Disposition by the Borrower case of such lease or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared 52 46 commitment, which is required in accordance with GAAP and present fairly to be reflected in all material respects such statements or notes) or which has not otherwise been disclosed to the Lenders in writing. (b) The consolidated financial condition, results of operations and cash flows pro forma balance sheet of the Borrower Polo Company and its SubsidiariesSubsidiaries as at March 29, as 1997, a copy of which is set forth in the Form S-1, adjusted to give effect to the Initial Public Offering, is complete and correct and presents fairly on a pro forma basis the financial condition of the date Company and for the periods covered therebyits Subsidiaries as at such date.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2008 and December 312003, 2009 and the related consolidated statements statement of income income, partners’ equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, heretofore furnished to each of the Lenders and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at March 31, 2004, and their related consolidated statements of income, partners’equity and cash flow of the Borrower and its Consolidated Subsidiaries for the three month period ended on such datesdate heretofore furnished to the Administrative Agent, reported on by are/is complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and fairly present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates, said dates and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then endedyear and the three month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim financial statements, to normal year-end adjustments). All Except as reflected or referred to in such financial statements, including neither the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout Borrower nor any Subsidiary has on the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have Closing Date any material GuaranteesDebt (other than the Spectrum Income Tax Obligation), contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate 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 Since December 31, 2009 to and including the date hereof 2003, there has been no Disposition by change or event having a Material Adverse Effect. Since the date of the Financial Statements, neither the business nor the Properties of the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) Subsidiary have been prepared in accordance with GAAP materially and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyadversely affected.

Financial Condition. The audited consolidated balance sheets of Borrower has heretofore delivered to Lenders the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows following materials: (i) Borrower's Annual Report on Form 10-K for the fiscal years year 1999 as filed with the Securities and Exchange Commission, its Annual Report to Stockholders for the fiscal year 1999 and the audited financial statements of Borrower for the fiscal year ended October 1, 1999 and (ii) Borrower's Quarterly Reports on Form 10-Q for the fiscal quarters ended on such datesor prior to July 1, reported on by 2000. All financial statements set forth or referred to in the materials specified at clauses (i) and accompanied by an unqualified report from Deloitte & Touche LLP, (ii) were prepared is conformity with GAAP. All financial statements set forth or referred to in the materials specified in clauses (i) and (ii) fairly present fairly the Consolidated consolidated financial condition position of the Borrower and its Subsidiaries as at such dates, the respective dates thereof and the Consolidated consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have for each of the periods covered thereby, subject, in the case of any unaudited interim financial statements, to changes resulting from normal year-end adjustments. Except as set forth in the Disclosure Letter or on Schedule F annexed hereto, neither Borrower nor any of its Subsidiaries as of the Effective Date has any material GuaranteesContingent Obligation, material contingent liabilities and liabilities liability or material liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent foregoing materials or the foregoing financial statements referred to in this paragraph. During or the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower as at December 31, 2008 2008, December 31, 2009 and December 31, 2009 2010, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche BDO USA, LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheets of the Borrower as at June 30, 2011 and September 30, 2011, and the related unaudited consolidated statements of income and cash flows for the respective three-month period ended on such dates, copies of which have heretofore been furnished to each Lender, each present fairly the consolidated financial condition of Borrower as at such dates, and the consolidated results of its operations and its consolidated cash flows for the respective 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). The Borrower and its Subsidiaries do not have any material GuaranteesGuarantee 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, 2009 2010 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. (a) [Reserved.] (b) The audited consolidated balance sheets of the Borrower and its Subsidiaries as at of December 31, 2008 and December 312019, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified a report from Deloitte & Touche LLP, a copy of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material GuaranteesGuarantee 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 or disclosed in SEC Reports filed prior to the date hereof. During the period from December 31, 2009 2019 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant Property except as has been expressly disclosed in SEC Reports filed prior to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyhereof.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2008 2002 and December 31, 2009 2003 and the related consolidated statements of income and of stockholders’ equity and cash flows flow for the fiscal years ended on such dates, 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 the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated cash flows changes in financial position for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2004 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, 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 Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved. Neither the aforementioned firm Company nor any of accountants and disclosed therein). The Borrower and its consolidated Subsidiaries do not have had on March 31, 2004 any material GuaranteesGuarantee Obligation, 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 interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent financial statements referred to in this paragraph. During the period from December unaudited consolidated balance sheet as at March 31, 2009 to and including 2004 or in the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. The audited unaudited consolidated balance sheets sheet of the Borrower AMERCO and its consolidated Subsidiaries as at December 31, 2008 and December 31, 2009 2004 and the related unaudited consolidated statements of income and of cash flows for the fiscal years nine-month period ended on such datesdate, reported on by copies of which have heretofore been furnished to the Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly the Consolidated consolidated financial condition of the Borrower U-Haul International and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years nine-month period then endedended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants such Responsible Officer, and as disclosed therein). The Borrower and Neither AMERCO nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-long term leases lease or unusual forward or long-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 financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December 31, 2009 2004 to and including the date hereof there has been no Disposition sale, transfer or other disposition by the Borrower AMERCO or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results condition of operations and cash flows of the Borrower AMERCO and its Subsidiariesconsolidated Subsidiaries at December 31, as of the date and for the periods covered thereby2004.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Kimco and its subsidiaries as at December 31, 2008 2012 and December 31, 2009 2013 and the related consolidated statements of income and of cash flows for the respective fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Kimco and its Subsidiaries subsidiaries as at such dates, as applicable and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective applicable fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except involved. Except as approved set forth on Schedule 4.1 or as publicly disclosed by the aforementioned firm Borrower or any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have prior to the Effective Date in any filings made with the SEC (including on Forms 10-Q or 8-K), neither Kimco nor any of the Consolidated Entities has, at the Effective Date, any material GuaranteesIndebtedness, Guarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases or unusual forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December 31, 2009 to and including the date hereof there has been no Disposition Except as set forth on Schedule 4.1 or as publicly disclosed by the Borrower or any of its Subsidiaries prior to the Effective Date in any filings made with the SEC (including on Forms 10-Q or 8-K), during the period from December 31, 2013 to and including the Effective Date there has been no sale, transfer or other disposition by Kimco or any of the Consolidated Entities of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial conditioncondition of Kimco and the Consolidated Entities at December 31, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby2013.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower TWTC as at December 31, 2008 and December 312005, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries TWTC as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of TWTC as at June 30, 2006, and the related unaudited consolidated statements of income and cash flows for the six-month period ended on such date, present fairly the consolidated financial condition of TWTC as at such date, and the consolidated results of its operations and its consolidated cash flows for the six-month period then ended (subject to normal year-end 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). The Borrower As of the Closing Date, TWTC and its Subsidiaries (other than Xspedius and its Subsidiaries) do not have any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term capital leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 2005 to and including the date hereof Closing Date there has been no Disposition by the Borrower TWTC or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. (a) The Pro Forma Financial Statements have been prepared giving effect (as if such events had occurred as of the date of such Pro Forma Financial Statements) to (i) the Loans, if any, to be made on the Closing Date and the use of proceeds thereof, and (ii) the payment of fees and expenses in connection with the foregoing. The Pro Forma Financial Statements have been prepared based on the best information available to the Borrower as of the date thereof, and present fairly in all material respects on a pro forma basis the estimated consolidated financial position of Borrower and its consolidated Subsidiaries as of June 30, 2014 assuming that the events specified in the preceding sentence had actually occurred at such date. (b) The audited annual consolidated balance sheets financial statements of the Borrower and its Subsidiaries as at December 31of June 30, 2008 2012, June 30, 2013 and December 31June 30, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates2014, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPLLC, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its such Subsidiaries as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has, as of the Closing Date, any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term long‑term leases or unusual forward or long-term long‑term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that that, to the extent required to be shown in accordance with GAAP, are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31June 30, 2009 2014 to and including the date hereof hereof, there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower as and its consolidated Subsidiaries at December 31, 2008 and December 31, 2009 2003 and the related consolidated statements of income and operations, of cash flows and of changes in stockholders' equity for the fiscal years year ended on such datesdate, together with the related notes and schedules thereto, reported on by BDO Seidman, and accompanied by an unqualified report from Deloitte & Touche LLP(ii) the unaudited consolidated balance sheet of the B▇▇▇▇▇▇▇ and its consolidated Subsidiaries as at September 30, 2004, in each case, together with the related consolidated statements of operations, of cash flow, and of changes in stockholders' equity for each of the fiscal quarters then ended, in each case copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years periods then ended. , in conformity with GAAP. (b) All such financial statementsstatements referred to in subsection 5.1(a), 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). The On the Closing Date, neither the Borrower and nor any of its consolidated Subsidiaries do not have have, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease, outstanding debt or Lien 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 disclosed in the most recent financial statements referred to in this paragraph. During subsection 5.1(a) or in the period from December 31, 2009 notes thereto to and including the date hereof there has been no Disposition extent required by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyGAAP.

Financial Condition. The audited consolidated and consolidating ------------------- balance sheets of the Borrower Borrowers as at December of August 31, 2008 1995 (certified by Ernst & Young) and December June 30, 1996, together with statements of profit and loss and of surplus for the period then ended, together with the ten month interim statement for the period ended June 30, 1996, prepared by the Borrowers, and together with the projections of financial condition for fiscal years ending August 31, 2009 1996, August 31, 1997 and August 31, 1998, prepared by the Borrowers, all of which were heretofore delivered to the Bank, are complete and correct and fairly present the financial position of the Borrowers and the related consolidated statements results of income their operations and transactions in their surplus account(s) as of cash flows the dates and for the fiscal years ended on such dates, reported on by periods referred to and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently on a consistent basis throughout the periods involved (period involved; provided, however, that to the extent such balance sheets reflect the financial information of any corporation acquired by the Borrowers during the current fiscal year, such financial information complies with GAAP to the best of the Borrower's knowledge except as approved by specifically noted, since full audit of the aforementioned firm acquired corporation's financial information will not take place until the fiscal year end. There are no liabilities (of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, 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 the type required to be reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been on balance sheets prepared in accordance with GAAP and present fairly in all material respects the consolidated financial conditionGAAP), results direct or indirect, fixed or contingent, of operations and cash flows of the any Borrower and its Subsidiaries, as of the date of such balance sheets which are not reflected therein or in the notes thereto. There has been no material adverse change in the financial condition or operations of any Borrower since the date of such balance sheets (and for to any Borrower's knowledge no such material adverse change is pending or threatened), and no Borrower has guaranteed the periods covered therebyobligations of, or made any investment in or loans to, any person except as disclosed in such balance sheets. Each Borrower has good and marketable title to all of its properties and assets, and all of such properties and assets are free and clear of encumbrances, except as reflected on such balance sheets or in the notes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December October 31, 2008 and December 2014, October 31, 2009 2013, October 31, 2012 and October 31, 2011, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member in existence as of the date of the most recent financial statements referred to in this paragraph has any material GuaranteesGuarantee 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 October 31, 2009 2014 to and including the date hereof hereof, there has been no Disposition by any Group Member in existence as of the Borrower or any date of its Subsidiaries the most recent financial statements referred to in this paragraph of any material part of its business or Property. The financial statements delivered pursuant property which is material to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, taken as of the date and for the periods covered therebya whole.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 2008 and December 31, 2009 2003 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe consolidated balance sheet as at March 31, present fairly 2004 and the Consolidated financial condition statements of income and cash flow of the Borrower and its Subsidiaries for the three month period ended March 31, 2004, copies of all of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then endedperiods covered thereby. 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 Borrower nor any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesContingent 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 or in the notes thereto. (i) As of the Closing Date and after giving effect to in this paragraph. During Agreement and the period from December 31Loans to be made on the Closing Date, 2009 to and including the date hereof there has been no Disposition by the Borrower is Solvent. (ii) The Borrower does not intend to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or any in respect of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyDebt.

Financial Condition. The audited consolidated balance sheets financial statements of the Borrower as at Parent and its Subsidiaries dated December 31, 2008 and December 31, 2009 2005 and the related unaudited consolidated financial statements of income the Parent and its Subsidiaries dated September 30, 2006, copies of each of which have been furnished to each Lender on or before the Closing Date, have been prepared using accounting methods, procedures and policies which are in accordance with GAAP and present fairly in all material respects the financial position of the Parent and its Subsidiaries on a consolidated basis, in each case, as at the dates thereof, and the results of operations and statements of cash flows for the fiscal years periods then ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries (as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such to any unaudited interim financial statements, including subject to normal year-end audit adjustments and the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm absence of accountants and disclosed thereinfootnotes). The Borrower and Neither the Parent nor any of its Subsidiaries do not have had, to the knowledge of the Parent or any Borrower, as at the date of the most recent balance sheet referred to above, any material GuaranteesContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-long term leases or unusual forward or long-term commitmentslease, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto and which, to the knowledge of the Parent or any Borrower, has any reasonable likelihood of resulting in this paragrapha material cost or loss. During the period from Since December 31, 2009 to and including the date hereof 2005 there has been no Disposition by the Borrower development or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.event which has had a Material Adverse Effect;

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower as at December 31, 2008 and December 31, 2009 1996 and the related consolidated statements of income operations and of cash flows for the fiscal years year ended on such datesdate, 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, present fairly fairly, in all material respects, the Consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated results of its the Borrower's operations and its Consolidated cash flows for the respective fiscal years year then ended. (b) The unaudited balance sheet of the Borrower as at September 30, 1997 and the related unaudited statements of operations and of 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 financial condition of the Borrower as at such date, and the results of the Borrower's operations and its cash flows for the nine month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Borrower and its Subsidiaries do did not have have, at the date of the most recent balance sheet referred to above, any material Guarantees, 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 financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December 31, 2009 1996 to and including the date hereof hereof, there has been no Disposition sale, transfer or other disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The 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 financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower and its Subsidiariesat December 31, as of the date and for the periods covered thereby1996.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Kimco and its subsidiaries as at December 31, 2008 and December 31, 2009 2011 and the related consolidated statements of income and of cash flows for the respective fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers, LLP, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Kimco and its Subsidiaries subsidiaries as at such dates, as applicable and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective applicable fiscal years year then ended. The unaudited consolidated balance sheet of Kimco and its subsidiaries as at March 31, 2012 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer of Kimco, copies of which have heretofore been furnished to the Lenders, are complete and correct and present fairly the consolidated financial condition of Kimco and its subsidiaries as at such date, and the consolidated results of their operations and their 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 involved. Except as approved by set forth on Schedule 4.1, neither Kimco nor any of the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have Consolidated Entities has, at the Effective Date, any material GuaranteesIndebtedness, Guarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases or unusual forward or long-term commitmentscommitment, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from December 31notes thereto, 2009 to other than Indebtedness and including Guarantee Obligations incurred in connection with the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyTransactions.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower GSI and its consolidated Subsidiaries as at December 31September 30, 2008 and December 31, 2009 1994 and the related consolidated statements of income and of cash flows for the fiscal years ended on each such datesdate, reported on by KPMG Peat Marwick & Co., copies of which have heretofore been furnished to Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly in all material respects the Consolidated consolidated financial condition of the Borrower GSI and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years then ended. . (b) 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). The Borrower and . (c) Neither GSI nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. the notes thereto. (d) During the period from December 31September 30, 2009 1994, to and including the date Effective Date hereof there has been no Disposition sale, transfer or other disposition by the Borrower GSI or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property (other than in the ordinary course of business) and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person, in any case, other than in the ordinary course of business) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower and its Subsidiariesconsolidated Subsidiaries at September 30, as of the date and for the periods covered thereby1994.

Financial Condition. The (a) Except as set forth on Schedule 5.1, the audited consolidated balance sheets of the Borrower Company as at December 31, 2008 2002, December 31, 2003 and December 31, 2009 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 with respect to the financial statements from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Company as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee 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 2004 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. property. (b) The financial statements delivered pursuant Adjusted Balance Sheet, copies of which have heretofore been furnished to Section 8.1(athe Banks, has been adjusted to give effect to the consummation of the MOU Transactions (as if such transactions had been consummated on such date) have and has been prepared in accordance with GAAP and present fairly in all material respects based on the consolidated financial condition, results of operations and cash flows of best information available to the Borrower and its Subsidiaries, Company as of the date of delivery thereof, and for presents fairly the periods covered therebyestimated financial position of the Company and its consolidated Subsidiaries as at September 30, 2005.

Financial Condition. The audited consolidated balance sheets of the Borrower Company as at December 31, 2008 2015 and December 31, 2009 2016, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by by, and accompanied by an unqualified report from Deloitte & Touche from, PricewaterhouseCoopers LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Company as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company as at March 31, 2017, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Company as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any Schedule 4.1 sets forth on the Closing Date, all material GuaranteesGuarantee Obligations, contingent liabilities and or liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, of the Company and its Subsidiaries that exist on the Closing Date and are not reflected in the most recent financial statements or the notes thereto referred to in this paragraph. During the period from December 31, 2009 2016 to and including the date hereof Closing Date there has been no Disposition by the Borrower or any of its Subsidiaries Company of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its consolidated Subsidiaries as at December 31, 2008 2004 and December 31, 2009 2005 and the related consolidated statements of income and of stockholders’ equity and cash flows flow for the fiscal years ended on such dates, 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 the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated cash flows changes in financial position for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at March 31, 2006 and the related unaudited consolidated statements of income and cash flow for the three-month period ended on such date, 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 Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and cash flow for the three-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by involved. Neither the aforementioned firm Company nor any of accountants and disclosed therein). The Borrower and its consolidated Subsidiaries do not have had on March 31, 2006 any material GuaranteesGuarantee Obligation, 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 interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are which is not reflected in the most recent financial statements referred to in this paragraph. During the period from December unaudited consolidated balance sheet as at March 31, 2009 to and including 2006 or in the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 2008 and December 31, 2009 2001 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe consolidated balance sheet as at June 30, present fairly 2002 and the Consolidated financial condition statements of income and cash flow of the Borrower and its Subsidiaries for the six month period ended June 30, 2002, copies of all of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then endedperiods covered thereby. 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 Borrower nor any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesContingent 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 or in the notes thereto. (i) As of the Closing Date and after giving effect to in this paragraph. During Agreement and the period from December 31Loans to be made on the Closing Date, 2009 to and including the date hereof there has been no Disposition by the Borrower is Solvent. (ii) The Borrower does not intend to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or any in respect of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyDebt.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2008 and December 31, 2009 1995 and the related consolidated statements statement of income earnings and statement of cash flows for the fiscal years year ended on such datesdate certified by KPMG Peat Marwick, reported on by copies of which certified statements have heretofore been furnished to the Agents and accompanied by an unqualified report from Deloitte & Touche LLPthe Banks, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years then ended. All The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30, 1995, and the related unaudited consolidated statement of earnings and statement of cash flows for the nine-month period ended on such date, copies of which have heretofore been furnished to the Agents and the Banks, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. Neither the periods involved (except as approved by the aforementioned firm Company nor any of accountants and disclosed therein). The Borrower and its consolidated Subsidiaries do not have has any material Guaranteescontingent obligation, material contingent liabilities and liabilities liability or 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 derivatives, that are which is not reflected in the most recent financial foregoing certified statements referred to or in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. The audited consolidated balance sheets of the Borrower as at December 31, 2008 and December 31, 2009 and the related consolidated statements of income and of cash flows of the Borrower for the fiscal years ended on such datesyear 1997, reported on fiscal year 1998 and fiscal year 1999 audited by PricewaterhouseCoopers L.L.P. are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at of such dates. The monthly financial statements of the Borrower and its Subsidiaries for the period beginning January 1, 2000 through the calendar month ending immediately prior to the Closing Date are complete and correct in all material respects and present fairly the financial condition of the Borrower and its Subsidiaries as of such dates (provided that if the Closing Date is a date prior to the twentieth day of any month, then such statements shall be provided for the month-end occurring immediately prior to the last month then ended). The balance sheets and the Consolidated results related statements of its operations income and of cash flows of Crescent for fiscal year 1998 and fiscal year 1999 audited by Arth▇▇ ▇▇▇e▇▇▇▇ ▇.▇.P. are complete and correct and present fairly the financial condition of Crescent and its Consolidated cash flows for Subsidiaries as of such dates. Additionally, the respective fiscal years then endedcompany-prepared pro forma balance sheets of the Borrower and its Subsidiaries and of Crescent and its Subsidiaries and the seven-year projections have been prepared in good faith based upon reasonable assumptions. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have any material Guarantees, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets of the Borrower Company as at December 31, 2008 2000, December 31, 2001 and December 31, 2009 2002, and the related consolidated statements of income operations and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPPriceWaterhouseCoopers, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Company as at such dates, and the Consolidated their respective consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Company, as at March 31, 2003, and the related unaudited consolidated statements of operations and cash flows for the three-month period ended on such date, present fairly the consolidated financial condition of the Company as at such date, and its consolidated results of operations and 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). The Borrower and its Subsidiaries do not have Except as set forth on Schedule 4.1(b), no Group Member has any material GuaranteesGuarantee 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 December 31, 2009 2002, to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Company of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its consolidated Subsidiaries as at December 3129, 2008 and December 31, 2009 2001 and the related consolidated statements of income and of cash flows for the fiscal years ended Fiscal Year ending on such datesdate, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, copies of which have heretofore been furnished to each Lender, present fairly the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years Fiscal Year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material Guaranteesguarantee obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred to or disclosed in this paragraphthe notes thereto. During the period from December 3129, 2009 2001 to and including the date hereof hereof, there has been no Disposition sale, transfer or other disposition by the Borrower or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower and its Subsidiaries, as of consolidated Subsidiaries at the date and for the periods covered therebyEffective Date.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2007, December 31, 2008 and December 31, 2009 2009, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP or PricewaterhouseCoopers LLP, as applicable, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at September 30, 2010, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, derivatives that are not reflected in the most recent financial statements and the notes thereto referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower ACS Inc. and its consolidated Subsidiaries as at December 31September 30, 2008 and December 311997, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, as reported on by and accompanied by an unqualified report from Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP, present a copy of which has heretofore been furnished to the Agent, is complete and correct and presents fairly in all material respects the Consolidated consolidated financial condition of the such Borrower and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. Neither ACS Inc. nor any of its consolidated Subsidiaries had, at the periods involved (except as approved by date of the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent financial foregoing statements referred or in the notes thereto. Except to in the extent permitted under this paragraph. During Agreement or as disclosed to the period from December 31, 2009 Agent prior to and including the date hereof hereof, or as otherwise separately disclosed to the Agent in writing prior to the date hereof, there has been no Disposition sale, transfer or other disposition by the Borrower ACS Inc. or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results condition of operations and cash flows of the Borrower ACS Inc. and its Subsidiariesconsolidated Subsidiaries at September 30, as of 1997 during the period from September 30, 1997 and including the date and for the periods covered therebyhereof.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower VWR and ------------------- its consolidated Subsidiaries as at December 31, 2008 and December 31, 2009 1994 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPcopies of which have heretofore been furnished to each Bank, present fairly the Consolidated consolidated financial condition of the Borrower VWR and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years year then ended. The unaudited consolidated balance sheet of VWR and its consolidated Subsidiaries as at June 30, 1995 and the related unaudited consolidated statements of income and of cash flows for the three-month period ended on such date, certified by a Responsible Officer of VWR, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of VWR and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their 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 involved. Neither VWR nor any of its consolidated Subsidiaries had, at the aforementioned firm date of accountants and disclosed therein). The Borrower and its Subsidiaries do not have the most recent balance sheet referred to above, any material GuaranteesContingent 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 paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower as at December 31, 2008 and December 312024, 2009 and the related consolidated statements of income and of cash flows for the fiscal years ended on such datesyear then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at of such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended, and (ii) the unaudited consolidated balance sheets of the Borrower as of March 31, 2025, June 30, 2025 and September 30, 2025 and the related consolidated statements of income and cash flows for the fiscal quarter then ended, present fairly the consolidated financial condition of the Borrower as of such date, and the consolidated results of its operations and its consolidated cash flows for the fiscal quarter then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (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). The As of the Closing 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 GuaranteesGuarantee 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. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. (a) [Reserved]. (b) The audited consolidated balance sheets of the Borrower Group Members as at of December 31, 2008 2017, December 31, 2018 and December 31, 2009 2019 and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Group Members as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Group Members as at March 31, 2020, and the related unaudited consolidated statements of income and cash flows for the 3 month 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). The Borrower and its Subsidiaries do not have No Group Member has, as of the Closing Date, any material GuaranteesGuarantee 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, in each case, as would be considered material. During the period from December 31January 1, 2009 2020 to and including the date hereof hereof, there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its Subsidiaries as at December 31, 2008 and December 31, 2009 1996 and the related audited consolidated statements of income operations and of stockholders' equity and cash flows for the fiscal years year ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, date present fairly the Consolidated consolidated financial condition of the Borrower Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the fiscal year then ended. The unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as at such datesMarch 31, 1997 and the Consolidated results related unaudited consolidated condensed statements of its operations and its Consolidated stockholders' equity and cash flows for the respective fiscal years three-month period ended on such date present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the three-month period then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject, in the case of the financial statements for the fiscal period ended March 31, 1997, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods involved (presented except as approved by disclosed in such financial statements or in writing to the aforementioned firm Lenders prior to the date of accountants and disclosed therein)this Agreement. The Borrower and Neither the Company nor any of its Subsidiaries do not have has any material Guarantees, contingent liabilities and liabilities for taxes, Contingent Obligation or any long-term leases material obligation, liability or unusual forward commitment, direct or long-term commitments, contingent (including, without limitation, any interest rate liability for taxes or foreign currency swap any material forward or exchange transaction or other obligation in respect of derivativeslong-term commitment), that are which is not (A) reflected in the most recent financial foregoing statements referred or otherwise disclosed in writing to in this paragraph. During the period from December 31, 2009 Lenders prior to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant (B) permitted to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebybe incurred under this Agreement.

Financial Condition. The audited consolidated balance sheets of the Borrower Company and its Subsidiaries as at December 31, 2008 2001, December 31, 2002 and December 31, 2009 2003 and the related audited consolidated statements of income operations and of stockholders’ equity and cash flows for the fiscal years ended on such dates, reported on by dates and accompanied by an unqualified report from Deloitte & Touche LLP, the notes thereto present fairly the Consolidated consolidated financial condition of the Borrower Company and its Subsidiaries as of such dates, and the consolidated results of their operations and cash flows for the fiscal years then ended. The unaudited consolidated condensed balance sheet of the Company and its Subsidiaries as at such datesMarch 31, 2004 and the Consolidated results related unaudited consolidated condensed statements of its operations and its Consolidated stockholders’ equity and cash flows for the respective fiscal years period ended on such date and the notes thereto present fairly the consolidated financial condition of the Company and its Subsidiaries as of such date, and the consolidated results of their operations and cash flows for the period then endedended (subject to normal year-end audit adjustments and the absence of footnotes). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP (subject, in the case of the interim financial statements, to normal year-end audit adjustments and the absence of footnotes) applied consistently throughout the periods involved (presented except as approved by disclosed in such financial statements and the aforementioned firm notes thereto. Neither the Company nor any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have has any material Guarantees, contingent liabilities and liabilities for taxes, Contingent Obligation or any long-term leases material obligation, liability or unusual forward commitment, direct or long-term commitments, contingent (including, without limitation, any interest rate liability for taxes or foreign currency swap any material forward or exchange transaction or other obligation in respect of derivativeslong-term commitment), that are which is not (A) reflected in the most recent financial foregoing statements referred and the notes thereto or (B) permitted to in be incurred under this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyAgreement.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31June 30, 2008 and December 312025, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present presents fairly the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee Equivalents, 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 in each case, on and as of the Closing Date, except those (a) reflected in the most recent financial statements referred to in this paragraph, (b) which were incurred after June 30, 2025, in the case of the Company and its Subsidiaries in the ordinary course of business and consistent with past practices, (c) that are obligations (including transaction costs) in connection with this Agreement, or (d) that, individually or in the aggregate, do not have a Material Adverse Effect. During the period from December 31June 30, 2009 2025, to and including the date hereof Closing Date, except as publicly disclosed in filings with the SEC prior to the Closing Date, there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant property that is material to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower Company and its consolidated Subsidiaries, taken as of the date and for the periods covered therebya whole.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Parent and its consolidated Subsidiaries as at of December 31, 2008 2012, the audited consolidated balance sheet of Texadian and its consolidated Subsidiaries as of December 31, 2009 2012, and the related consolidated statements of income income, copies of which have heretofore been furnished to each Lender, present fairly the consolidated financial condition of the Texadian and Parent and their respective consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years period then ended. 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 such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as otherwise disclosed therein). The Borrower and Neither Texadian nor any of its respective consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraphthe notes thereto. During the period from December 31, 2009 2012, to and including the date Closing Date hereof there has been no Disposition sale, transfer or other disposition by the Borrower Texadian or any of its consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any Capital Stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results condition of operations and cash flows of the Borrower Texadian and its Subsidiaries, consolidated Subsidiaries as of the date and for the periods covered therebyDecember 31, 2012.

Financial Condition. (a) The audited restated consolidated balance sheets of the Borrower as and its consolidated Subsidiaries at December 31, 2008 1996 and December 31, 2009 1997 and the related consolidated statements of income and operations, of cash flows and of changes in stockholders' equity for the respective fiscal years ended on such dates, together with the related notes and schedules thereto, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche LLPYoung LLP copies of which have heretofore been furnished to each Lender, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years then ended. , in conformity with GAAP. (b) All such financial statementsstatements referred to in subsection 5.1(a), 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). The On the Closing Date, neither the Borrower and nor any of its consolidated Subsidiaries do not have have, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease, outstanding debt or Lien 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 (i) is not reflected disclosed in the most recent financial statements referred to in this paragraph. During subsection 5.1(a) or in the period from December 31, 2009 notes thereto to and including the date hereof there has been no Disposition extent required by GAAP or (ii) in the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows case of the Borrower and its SubsidiariesAmoco Litigation, as of the date and for the periods covered therebydoes not exceed $15,000,000.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Packard as at December 31, 2008 1997, December 31, 1998 and December 31, 2009 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 Deloitte & Touche ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Packard as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned relevant firm of accountants and disclosed therein). The Borrower and its Subsidiaries do Packard does not have any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that which are not reflected in the most recent financial statements statements, including the related notes thereto, referred to in this paragraphparagraph (a). During the period from December 31, 2009 1999 to and including the date hereof there has been no Disposition by the Borrower Packard or any of its Subsidiaries of any material part of its business or Property. . (b) The unaudited consolidated financial statements delivered pursuant for each of the Canberra and Packard Instrument divisions of Packard for the six months ended June 30, 2000, certified by the chief financial officer of Packard, copies of which have hereto been furnished to Section 8.1(a) have been prepared each Lender, fairly presents the financial condition of each such division as at such dates and for such periods, all in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyGAAP.

Financial Condition. The audited consolidated balance sheets of the Borrower and its Subsidiaries as at December October 31, 2008 and December 2011, October 31, 2010, October 31, 2009 and October 31, 2008, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member in existence as of the date of the most recent financial statements referred to in this paragraph has any material GuaranteesGuarantee 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 October 31, 2009 2011 to and including the date hereof hereof, there has been no Disposition by any Group Member in existence as of the Borrower or any date of its Subsidiaries the most recent financial statements referred to in this paragraph of any material part of its business or Property. The financial statements delivered pursuant property which is material to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, taken as of the date and for the periods covered therebya whole.

Financial Condition. The audited consolidated balance sheets of the Borrower ------------------- TWTC as at December 31, 2008 1998 and December 31, 2009 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 Deloitte Ernst & Touche Young LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries TWTC as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of TWTC as at September 30, 1999, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of TWTC as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower TWTC and its Subsidiaries do not have any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 1999 to and including the date hereof there has been no Disposition by the Borrower TWTC or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. (i) The audited consolidated balance sheets sheet of the Borrower Guarantor and its consolidated Subsidiaries as at of December 31, 2008 and December 31, 2009 2020 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by the Guarantor’s independent public accountants, copies of which have heretofore been furnished to the Trustee, the Administrative Agent and accompanied by an unqualified report from Deloitte & Touche LLPthe Letter of Credit Agent, are complete and correct, in all material respects, and present fairly the Consolidated financial condition of the Borrower Guarantor and its consolidated Subsidiaries as at such datesdate, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years year then ended. All such Such financial statements, including the any related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants external auditors and as disclosed therein, if any). The Borrower and . (ii) Except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material Guaranteesguarantee obligation, contingent liabilities and liabilities for taxesliability (as defined in accordance with GAAP), 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 financial foregoing statements referred or in the notes thereto, except for guarantees, indemnities or similar obligations of the Guarantor or a consolidated Subsidiary supporting obligations of one Subsidiary to in this paragraph. another Subsidiary. (iii) During the period from December 31, 2009 2020 to and including the date hereof there hereof, except as disclosed in Schedule V attached hereto, neither the Guarantor nor its consolidated Subsidiaries has been no Disposition by the Borrower sold, transferred or any of its Subsidiaries otherwise disposed of any material part of its business or Property. The financial statements delivered pursuant property, nor has it purchased or otherwise acquired any business or property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower Guarantor and its Subsidiariesconsolidated Subsidiaries at December 31, as of the date and for the periods covered thereby2020.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 31, 2008 and December 31, 2009 1999 and the related consolidated statements statement of income income, stockholders' equity and cash flow of cash flows the Borrower and its Consolidated Subsidiaries for the fiscal years year ended on said date, with the opinion thereon of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ heretofore furnished to the Administrative Agent and the unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at June 30, 2000 and their related consolidated statements of income, stockholders' equity and cash flow of the Borrower and its Consolidated Subsidiaries for the six month period ended on such datesdate heretofore furnished to the Administrative Agent, reported on by are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct in all material respects and fairly present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such dates, said dates and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such year and the six month period on said dates, all in accordance with GAAP, as applied on a consistent basis (subject, in the case of the interim 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 thereinto normal year-end adjustments). The Neither the Borrower and its Subsidiaries do not have nor any Subsidiary has on the Closing Date any material GuaranteesDebt, contingent liabilities and liabilities, liabilities for taxes, or any long-term leases or unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, including, without limitation, any interest rate except as referred to or foreign currency swap reflected or exchange transaction or other obligation in respect of derivatives, that are not reflected provided for in the most recent financial statements referred to Financial Statements or in this paragraphSchedule 7.02. During As of the period from Closing Date, since December 31, 2009 to and including the date hereof 1999, there has been no Disposition by the Borrower change or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyevent having a Material Adverse Effect.

Financial Condition. The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 29, 2002, December 31, 2008 2003 and December 31, 2009 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 Deloitte & Touche Pricewaterhouse Coopers LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have As of the date of this Agreement, no Group Member has any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, other than those that (i) are not material to the Borrower and its Subsidiaries taken as a whole or (ii) are reflected in the most recent financial statements referred to in this paragraphparagraph or in the Borrower's most recent report on Form 10-K and any subsequent reports on Forms 10-Q or 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, 2009 2004 to and including the date hereof of this Agreement there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial statements delivered pursuant property material to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, Subsidiaries taken as of a whole except as set forth in the date and for most recent financial statements referred to in this paragraph or in the periods covered therebyBorrower's SEC Filings.

Financial Condition. The audited consolidated balance sheets of the Borrower Guarantor as at December 31June 29, 2008 2003, June 27, 2004, and December 31June 26, 2009 2005, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte Ernst & Touche Young LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Guarantor as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Guarantor as at March 26, 2006, and the related unaudited consolidated statements of income and cash flows for the nine-month period ended on such date, present fairly the consolidated financial condition of the Guarantor as at such date, and the consolidated results of its operations and its consolidated cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do Guarantor does not have any material GuaranteesGuarantee 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 31March 26, 2009 2006 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Guarantor of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the property on a consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebybasis.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at December 31, 2008 and December 311996, 2009 reported thereon by Deloitte & Touche, and the related consolidated statements of income and of cash flows for the fiscal years ended on such datesyear then ended, reported on by copies of which have heretofore been furnished to the Lender, are complete and accompanied by an unqualified report from Deloitte & Touche LLP, correct and present fairly the Consolidated consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such dates, dates and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years year then ended. All The unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries as at March 31, 1997, and the related statements of income and cash flows for the three-month period then ended, certified by a Responsible Officer, copies of which have heretofore been furnished to the 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 three-month period then ended. (b) 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). The . (c) Neither the Borrower and nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction transaction, or other obligation in respect of derivativesfinancial derivative, that are which is not reflected in the most recent financial foregoing statements referred to or in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. The audited consolidated Consolidated balance sheets of the Borrower Company and its Consolidated Subsidiaries as at December 31, 2008 and December 31, 2009 1996 and the related consolidated Consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe Company's independent certified public accountants, copies of which have heretofore been furnished to each Bank, present fairly the Consolidated financial condition of the Borrower Company and its Consolidated Subsidiaries as at such dates, and the Consolidated results of its their operations and its their Consolidated cash flows for the respective fiscal years year then ended. The unaudited Consolidated balance sheet of the Company and its Consolidated Subsidiaries as at May 27, 1997 and the related unaudited Consolidated statements of income and of cash flows for the periods ended on such date, certified by the chief financial officer or controller of the Company, copies of which have heretofore been furnished to each Bank, present fairly the Consolidated financial condition of the Company and its Consolidated Subsidiaries as at such date, and the Consolidated results of their operations and their Consolidated cash flows for the 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 such accountants or such officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Borrower and its Subsidiaries do not have any material GuaranteesExcept as otherwise disclosed to the Banks, 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 during the period from December 31May 27, 2009 1997 to and including the date hereof Effective Date there has been no Disposition sale, transfer or other disposition by the Borrower Company or any of its Consolidated Subsidiaries of any material part of its business or Property. The 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 delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower Company and its SubsidiariesConsolidated Subsidiaries at May 27, as of the date and for the periods covered thereby1997.

Financial Condition. The audited annual consolidated balance sheets financial statements of the Borrower and its Subsidiaries as at December of January 31, 2008 and December 2014, January 31, 2009 2013 and the related consolidated statements of income and of cash flows for the fiscal years ended on such datesJanuary 31, 2012, reported on by and accompanied by an unqualified report from Deloitte & Touche KPMG LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited quarterly consolidated financial statements of the Borrower and its Subsidiaries as at April 30, 2014 present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at such date, and the consolidated results of its operations and its consolidated cash flows for the three-month 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 (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have None of any Group Member has, as of the Closing Date, any material GuaranteesGuarantee 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 that, to the extent required to be shown in accordance with GAAP, are not reflected in the most recent financial statements referred to in this paragraph. During the period from December January 31, 2009 2014 to and including the date hereof hereof, there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. The financial property, except as set forth in the Borrower’s annual, regular, periodic, quarterly and current reports and registration statements delivered pursuant to Section 8.1(a) have been prepared in accordance filed with GAAP the SEC between January 31, 2014 and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyClosing Date.

Financial Condition. The audited consolidated balance sheets of the Parent Borrower and its consolidated Subsidiaries as at December 31, 2008 2003, December 31, 2004 and December 31, 2009 2005, and the related consolidated statements of income and of cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly in all material respects the Consolidated consolidated financial condition of the Parent Borrower and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. The unaudited consolidated balance sheet of the Parent Borrower and its consolidated Subsidiaries as at March 31, 2006, and the related unaudited consolidated statements of income and cash flows for the three-month period ended on such date, present fairly in all material respects the consolidated financial condition of 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 three-month period then ended (subject to normal year-end audit adjustments and the addition 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). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower as at of December 31, 2008 and December 312005, 2009 and the related consolidated statements statement of income and of cash flows for the fiscal years ended on such datesyear then ended, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at of such datesdate, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years year then ended. The unaudited balance sheet of the Borrower as of June 30, 2006, and the related unaudited statements of income and cash flows for the six-month period ended on such date, present fairly the financial condition of the Borrower as at such date, and the results of its operations and its cash flows for the six-month period then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed thereintherein and except that the unaudited financial statements do not contain footnotes and are subject to year-end adjustments). The Except as set forth on Schedule 4.1, neither the Borrower and its Subsidiaries do not have nor any Significant Subsidiary has any material GuaranteesGuarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases or unusual forward or long-term commitments, including, without limitation, including any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered thereby.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31September 30, 2008 and December 31, 2009 1995 and the related consolidated statements statement of income earnings and statement of cash flows for the fiscal years year ended on such datesdate certified by KPMG Peat Marwick, reported on by copies of which certified statements have heretofore been furnished to the Agents and accompanied by an unqualified report from Deloitte & Touche LLPthe Banks, are complete and correct and present fairly the Consolidated consolidated financial condition of the Borrower Company and its consolidated Subsidiaries as at such dates, and the Consolidated consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years then ended. All The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of June 30, 1996, and the related unaudited consolidated statement of earnings and statement of cash flows for the nine-month period ended on such date, copies of which have heretofore been furnished to the Agents and the Banks, are complete and correct and present fairly the consolidated financial condition of the Company and its consolidated Subsidiaries as at such dates, and the consolidated results of their operations and cash flows for the nine-month period then ended (subject to normal year-end audit adjustments). Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. Neither the periods involved (except as approved by the aforementioned firm Company nor any of accountants and disclosed therein). The Borrower and its consolidated Subsidiaries do not have has any material Guaranteescontingent obligation, material contingent liabilities and liabilities liability or 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 derivatives, that are which is not reflected in the most recent financial foregoing certified statements referred to or in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebynotes thereto.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower and its Consolidated Subsidiaries as at December 31January 29, 2008 and December 31, 2009 1997 and the related consolidated statements of income and of cash flows for the fiscal years Fiscal Year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche Price Waterhouse LLP, copies of which have heretofore been furnished to each Lender, are complete and correct in all material respects and present fairly the Consolidated consolidated financial condition of the Borrower and its Consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated their consolidated cash flows for the respective fiscal years Fiscal Year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by such accountants or Responsible Officer, as the aforementioned firm of accountants case may be, and as disclosed therein). The Except as set forth on Schedule 5.1 or as permitted by the Existing Credit Agreement, neither the Borrower and nor any of its Consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesGuarantee Obligation, 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 financial foregoing statements referred to or in this paragraphthe notes thereto. During Except as set forth on Schedule 5.1 or as permitted by the Existing Credit Agreement, during the period from December 31January 29, 2009 1997 to and including the date hereof there has been no Disposition sale, transfer or other disposition by the Borrower or any of its Consolidated Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant property and no purchase or other acquisition of any business or property (including any capital stock of any other Person) material in relation to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows condition of the Borrower and its SubsidiariesConsolidated Subsidiaries at January 29, as of the date and for the periods covered thereby1997.

Financial Condition. The (a) Except as set forth on Schedule 6.1, the audited consolidated balance sheets of the Borrower Company as at December 31, 2008 2002, December 31, 2003 and December 31, 2009 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 with respect to the financial statements from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the Consolidated consolidated financial condition of the Borrower and its Subsidiaries Company as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved (except as approved by the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have No Group Member has any material GuaranteesGuarantee 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 2004 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries Group Member of any material part of its business or Property. property. (b) The financial statements delivered pursuant Adjusted Balance Sheet, copies of which have heretofore been furnished to Section 8.1(athe Banks, has been adjusted to give effect to the consummation of the MOU Transactions (as if such transactions had been consummated on such date) have and has been prepared in accordance with GAAP and present fairly in all material respects based on the consolidated financial condition, results of operations and cash flows of best information available to the Borrower and its Subsidiaries, Company as of the date of delivery thereof, and for presents fairly the periods covered therebyestimated financial position of the Company and its consolidated Subsidiaries as at September 30, 2005.

Financial Condition. (a) The audited consolidated balance sheets sheet of the Borrower and its Subsidiaries as at December 31, 2008 and December 31, 2009 1998 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, reported on by and accompanied by an unqualified report from Deloitte & Touche LLPthe consolidated balance sheet as at September 30, present fairly 1999 and the Consolidated financial condition statements of income and cash flow of the Borrower and its Subsidiaries for the nine month period ended September 30, 1999, copies of all of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower as at such dates, and the Consolidated consolidated results of its operations and its Consolidated consolidated cash flows for the respective fiscal years then endedperiods covered thereby. 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 Borrower nor any of accountants and disclosed therein). The Borrower and its Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesContingent 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 or in the notes thereto. (i) As of the Closing Date and after giving effect to in this paragraph. During Agreement and any Loans to be made on the period from December 31Closing Date, 2009 to and including the date hereof there has been no Disposition by the Borrower is Solvent. (ii) The Borrower does not intend to incur debts beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it and the timing of the amounts of cash to be payable on or any in respect of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyDebt.

Financial Condition. The audited Other than as described in and qualified by the Press Releases and subject to all changes necessitated by the Specified Adjustments that are within the scope of the Press Releases but also including other adjustments of an immaterial nature that may be included in any restated financial statements issued to reflect the adjustments described in the Press Releases, the consolidated balance sheets sheet of the Borrower Company and its consolidated Subsidiaries as at December 31January 30, 2008 and December 31, 2009 2005 and the related consolidated statements statement of income operations for the fiscal year of the Company ended on such date, audited by Pricewaterhouse Coopers LLP, or any successor thereto, a copy of which has heretofore been furnished to each Lender, present fairly in accordance with GAAP the consolidated financial condition of the Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal years ended on such dates, reported on by and accompanied by an unqualified report from Deloitte & Touche LLP, present fairly the Consolidated financial condition year of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years Company then ended. 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 such accountants and as disclosed thereintherein and except as described in and qualified by the Press Releases and subject to all changes within the scope of the Press Releases necessitated by the Specified Adjustments). The Borrower and Neither the Company nor any of its consolidated Subsidiaries do not have had, at the date of the most recent balance sheet referred to above, any material GuaranteesContingent Obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any 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 financial foregoing statements referred or in the notes thereto or expressly permitted to in this paragraphbe incurred hereunder. During the period from December 31January 30, 2009 2005, to and including the date hereof there has been no Disposition by the Borrower Company or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyproperty.

Financial Condition. (a) The audited consolidated balance sheets of the Borrower Holding as at of December 31, 2008 1998 and December 31, 2009 1999, respectively, and the related audited consolidated statements of income and of operations, cash flows and shareholders' equity for the fiscal years ended on such datesDecember 31, reported on 1998 and December 31, 1999, respectively, provided by and accompanied Holding have heretofore been furnished to each Lender. Such financial statements (including the notes thereto) (i) have been audited by an unqualified report from Deloitte & Touche PricewaterhouseCoopers LLP, present fairly the Consolidated financial condition of the Borrower and its Subsidiaries as at such dates, and the Consolidated results of its operations and its Consolidated cash flows for the respective fiscal years then ended. All such financial statements, including the related schedules and notes thereto, (ii) have been prepared in accordance with GAAP consistently applied consistently throughout the periods involved covered thereby and (iii) present fairly, in all material respects, the financial condition, results of operations, cash flows and shareholders' equity of Holding as of such dates and for such periods. During the period from December 31, 1999 to and including the date hereof, except as approved by disclosed on Schedule 5.1(a), there has been no sale, transfer, lease to others or other disposition of any material part of the aforementioned firm assets of accountants and disclosed therein). The Borrower Holding and its Subsidiaries do other than inventory sold in the ordinary course of business and other non-material assets sold or disposed of in the ordinary course of business which is not have reflected in the foregoing financial statements or in the notes thereto and has not otherwise been disclosed in writing to the Lenders. (b) As of the Effective Date, neither Holding nor any of its consolidated Subsidiaries has any material GuaranteesGuarantee Obligation, material contingent liabilities and liabilities liability or material liability for taxes, or any long-term leases material lease or material unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivatives, that are not reflected in the most recent financial statements referred to in this paragraph. During the period from December 31, 2009 to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyderivative.

Financial Condition. The audited consolidated balance sheets sheet of the Borrower FBR and its consolidated Subsidiaries as at December 31, 2008 and December 312001, 2009 and the related consolidated statements of income and of cash flows for the fiscal years year ended on such datesdate, as reported on by and accompanied by an unqualified report from Deloitte & Touche A▇▇▇▇▇ A▇▇▇▇▇▇▇ LLP, present a copy of which has heretofore been furnished to the Lender, is complete and correct and presents fairly in all material respects the Consolidated consolidated financial condition of the Borrower FBR and its consolidated Subsidiaries as at such datesdate, and the Consolidated consolidated results of its their operations and its Consolidated cash flows for the respective fiscal years year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout GAAP. Neither FBR nor any of its consolidated Subsidiaries had, at the periods involved (except as approved by date of the aforementioned firm of accountants and disclosed therein). The Borrower and its Subsidiaries do not have most recent balance sheet referred to above, any material Guaranteesguarantee obligation, contingent liabilities and liabilities liability or liability for taxes, or any long-term leases lease or unusual forward or long-term commitmentscommitment, including, without limitation, any interest rate or foreign currency swap or exchange transaction or other obligation in respect of derivativestransaction, that are which is not reflected in the most recent foregoing statements or in the notes thereto. Except to the extent permitted under this Agreement or as disclosed to the Lender prior to the date hereof, or as otherwise separately disclosed to the Lender in writing prior to the date hereof, there has been no sale, transfer or other disposition by FBR or any of its consolidated Subsidiaries of any part of its business or property (including any capital stock of any other Person) material in relation to the consolidated financial statements referred to in this paragraph. During condition of FBR and its consolidated Subsidiaries at December 31, 2001, during the period from December 31, 2009 such date to and including the date hereof there has been no Disposition by the Borrower or any of its Subsidiaries of any material part of its business or Property. The financial statements delivered pursuant to Section 8.1(a) have been prepared in accordance with GAAP and present fairly in all material respects the consolidated financial condition, results of operations and cash flows of the Borrower and its Subsidiaries, as of the date and for the periods covered therebyhereof.