Common use of Financial Information; No Material Adverse Change Clause in Contracts

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPLLP and set forth in the Registration Statement (as amended from time to time, copies provided that such amendments are not materially adverse to the LC Issuer), a copy of which have has been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. For purposes of this Section 4.04(a), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached thereto) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31September 30, 2021 2017 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Registration Statement (as amended from time to time, provided that such amendments are not materially adverse to the LC Issuer), a copy of which have has been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). For purposes of this Section 4.04(b), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached to the consolidated financial statements referred to in Section 4.04(a) above) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2016 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth disclosed in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020Registration Statement, since December 31, 20202016, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and AIC has heretofore delivered to CASINO its Consolidated Subsidiaries, and the related consolidated audited financial statements of income, cash flows and shareholders’ equity ("Financial Statements") for the fiscal year ended ending December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to 1997 and the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of quarter ending March 31, 2021 and 1998. All of the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which Financial Statements (i) have been delivered to the LC Issuer, fairly present, prepared in conformity accordance with generally accepted accounting principles applied on a consistent basis consistent with during the periods, (ii) fairly present the financial statements referred to in subsection (a) of this Section 4.04condition, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of its operations and changes in its financial position at and for the periods therein specified for the entities covered thereby, (iii) are true and complete, (iv) are consistent with the books and records of the entities covered thereby, and (v) with respect to any unaudited Financial Statements, include all adjustments, consisting only of normal recurring adjustments, required for a fair presentation. As of the respective dates, such period (subject Financial Statements did not contain any untrue statement of a material fact or omit to normal year-end adjustments andstate a material fact required to be stated therein in order to make the statements therein, to in light of the extent permitted by Regulation S-Xcircumstances under which they were made, the absence of footnotes)not misleading. (cb) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December Since March 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, 1998 there has not been no any material adverse change in the business, or financial condition or the operations of AIC or to the Guarantor best knowledge of AIC any occurrence, circumstance, or combination thereof which reasonably could be expected to result in such a material adverse change in the future. (c) At March 31, 1998, there were no liabilities, absolute or contingent of AIC that were not shown or reserved against on the balance sheets included in the Financial-3 Statements, except obligations under the contracts shown on or as otherwise disclosed in Schedule 2.04. (d) Since March 31, 1998, AIC has not sold or otherwise disposed of or encumbered any of the properties or assets reflected on the Financial Statements, or otherwise owned or leased by it except in the ordinary course of business, except as described in Schedule 2.04. (e) AIC has no liabilities or obligations, whether accrued or unaccrued, fixed or contingent, which have not been reflected in the Financial Statements or described on Schedules to this Agreement, except liabilities incurred and its Consolidated Subsidiariesobligations entered into in the ordinary course of business since March 31, considered as a whole1998. AIC is not in default with respect to any such liability or obligation.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPLLP and set forth in the Registration Statement (as amended from time to time, copies provided that such amendments are not materially adverse to the LC Issuer), a copy of which have has been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. For purposes of this Section 4.04(a), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached thereto) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31September 30, 2021 2017 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Registration Statement (as amended from time to time, provided that such amendments are not materially adverse to the LC Issuer), a copy of which have has been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). For purposes of this Section 4.04(b), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached to the consolidated financial statements referred to in Section 4.04(a) above) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or a Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2016 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth disclosed in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020Registration Statement, since December 31, 20202016, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLPPricewaterhouseCoopers, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets sheet of the Guarantor IR Parent and its Consolidated SubsidiariesSubsidiaries as of December 31, 2007, and the related consolidated statements of income, shareowners’ equity and cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to the LC IssuerLLP and set forth in IR Parent’s 2007 Form 10-K, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor IR Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for the period covered by such financial statementsfiscal year. (b) The audited unaudited condensed consolidated balance sheets sheet of the Guarantor IR Parent and its Consolidated Subsidiaries as of March 31, 2021 2008, and the related unaudited condensed consolidated statements of income, income and cash flows and shareholders’ net investment for the period three months then ended, copies of which have been delivered to set forth in IR Parent’s quarterly report for the LC Issuerfiscal quarter ended March 31, 2008, as filed with the Securities and Exchange Commission on Form 10-Q, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04Section, the consolidated financial position of the Guarantor IR Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for such three month period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotesadjustments). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December Since March 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 20202008, there has been no material adverse change in the business, financial condition position or results of operations of the Guarantor IR Parent and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, comprehensive income, equity and cash flows and shareholders’ equity for the fiscal year ended December 31, 2020included in the Registration Statement, reported on by PricewaterhouseCoopers LLPKPMG LLP and set forth in the Registration Statement, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of the last day of such date fiscal year and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2020 and the related unaudited consolidated statements of income, cash flows income and shareholders’ net investment equity for the nine-month period then ended, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity conformity, subject only to year-end adjustments and the absence of footnotes, with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period period; provided that the representation and warranty set forth in this clause (subject to normal year-end adjustments and, to b) shall only be made on the extent permitted by Regulation S-X, the absence of footnotes)Effective Date. (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for either (i) in the case of the representations and warranties made on the Effective Date, the year ended December 31, 2020 2019 or (ii) otherwise, the year ended December 31, 2020, has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principlesSAP, the information contained therein. (d) Except as set forth disclosed in the Guarantor’s Form 10-K for Registration Statement or as otherwise disclosed in writing to the Joint Lead Arrangers and the Administrative Agent and shared with the Banks prior to the Effective Date, since the last day of the fiscal year ended December 31, 2020, since December 31, 2020referenced in clause (a) of this Section 4.04, there has been no material adverse change in the business, financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLPLLP , copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31March31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or a Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or a Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated combined balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated combined statements of income, cash flows and shareholders’ equity net investment for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPDeloitte & Touche LLP and set forth in the Company’s Specified Form 10, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated combined financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated combined results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated unaudited combined balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31June 30, 2021 2016 and the related unaudited consolidated combined statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Company’s Specified Form 10, a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04Section, the consolidated combined financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2015 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) A copy of a duly completed and signed quarterly Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the quarter ended September 30, 2016 has been delivered to the Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (e) Except as set forth disclosed in the Guarantor’s Specified Form 10-K for the fiscal year ended December 31, 2020, since December 31, 20202015, there has been no material adverse change in the business, assets, property or financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, ended copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPLLP and set forth in the Registration Statement (as amended from time to time, copies provided that such amendments are not materially adverse to the Administrative Agent or the Banks), a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. For purposes of this Section 4.04(a), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached thereto) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2017 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Registration Statement (as amended from time to time, provided that such amendments are not materially adverse to the Administrative Agent or the Banks), a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). For purposes of this Section 4.04(b), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached to the consolidated financial statements referred to in Section 4.04(a) above) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2016 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) [Reserved.] (e) Except as set forth disclosed in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020Registration Statement, since December 31, 20202016, there has been no material adverse change in the business, financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets sheet of the Guarantor IR Parent and its Consolidated SubsidiariesSubsidiaries as of December 31, 2003 and the related consolidated statements of income, shareowners' equity and cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPLLP and set forth in IR Parent's 2003 Form 10-K, copies a copy of which have has been delivered to each of the LC IssuerBanks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor IR Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for the period covered by such financial statementsfiscal year. (b) The audited unaudited condensed consolidated balance sheets sheet of the Guarantor IR Parent and its Consolidated Subsidiaries as of March 31, 2021 2004, and the related unaudited condensed consolidated statements of income, income and cash flows and shareholders’ net investment for the period three months then ended, copies set forth in IR Parent's quarterly report for the fiscal quarter ended March 31, 2004, as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which have has been delivered to each of the LC IssuerBanks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04Section, the consolidated financial position of the Guarantor IR Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for such three month period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotesadjustments). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December Since March 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 20202004, there has been no material adverse change in the business, financial condition position or results of operations of the Guarantor IR Parent and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets sheet of the Guarantor Company and its Consolidated SubsidiariesSubsidiaries as of December 31, 2006 and the related consolidated statements of income, cash flows and shareholders’ equity and cash flows for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPErnst & Young LLP and set forth in the Company’s 2006 Form 10-K Report, copies a copy of which have has been delivered to each of the LC IssuerBanks, fairly present, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for the period covered by such financial statementsfiscal year. (b) The audited unaudited consolidated balance sheets sheet of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2007 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows and shareholders’ net investment for the period nine months then ended, copies set forth in the Company’s quarterly report for the fiscal quarter ended September 30, 2007 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which have has been delivered to each of the LC IssuerBanks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.044.4, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for such nine-month period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotesadjustments). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) Except with respect to matters disclosed in the form any Form 8-K filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered furnished to the LC Issuer Securities and fairly presents, in accordance with statutory accounting principles, Exchange Commission by the information contained therein. (d) Except as set forth in Company prior to the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020date hereof, since December 31, 2020, 2006 there has been no material adverse change in the business, financial condition position, results of operations or operations prospects of the Guarantor Company and its Consolidated SubsidiariesSubsidiaries (treating, for purposes of making this representation on the occasion of the consummation of any Acquisition, the related Acquisition Target and its Subsidiaries as if they were Subsidiaries of the Company), considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated combined balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated combined statements of income, cash flows and shareholders’ equity net investment for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPDeloitte & Touche LLP and set forth in the Company’s Specified Form 10, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated combined financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated combined results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated unaudited combined balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31, 2021 2017 and the related unaudited consolidated combined statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Company’s Specified Form 10, a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04Section, the consolidated combined financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2016 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth A copy of a duly completed and signed quarterly Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary in the Guarantor’s Form 10-K form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the fiscal year quarter ended December March 31, 2020, since December 31, 2020, there 2017 has been no material adverse change in delivered to the business, financial condition or operations Administrative Agent on behalf of each of the Guarantor Banks and its Consolidated Subsidiariesfairly presents, considered as a wholein accordance with statutory accounting principles, the information contained therein.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements.. 4868-9081-7618 v.9 (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZAZ Life Re Company) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) [Reserved.] (e) Except as set forth disclosed in the GuarantorCompany’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The Agents shall have received, with counterparts for each Lender, (i) a Compliance Certificate from Holdings for the period of four full Fiscal Quarters immediately preceding the Alcoa Railroad Acquisition (prepared in good faith and in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect to the consummation of the Alcoa Railroad Acquisition and evidencing compliance with the covenants set forth in Section 7.2.4; (ii) the pro forma consolidated balance sheets and statements of income and cash flows for Holdings, as well as the pro forma levels of EBITDA and other operating data, for the fiscal year ending December 31, 2004 and pro forma statements of income for Holdings for each fiscal quarter of the Guarantor fiscal year in which the Amendment No. 1 Effective Date occurs and its Consolidated Subsidiariesfor the comparable periods of the preceding fiscal year, after giving effect to the transactions contemplated by Amendment No. 1, and (iii) projected consolidated financial statements (including balance sheets and the related consolidated statements of income, cash flows and shareholdersstockholders’ equity and cash flows) of Holdings and its Restricted Subsidiaries for the fiscal five-year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies period following the first Anniversary of which have been delivered the Amendment No. 1 Effective Date satisfactory in form and substance to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statementsAgents. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended Since December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 20202004, there has shall not have been no any material adverse change in the business, assets, condition (financial condition or operations otherwise), operations, performance, properties, Projections or prospects of Holdings, Intermediate Holdings, the Guarantor Company and its Consolidated the Restricted Subsidiaries, considered taken as a whole. (c) The Agents shall have received a certificate duly executed and delivered by the chief financial officer of each of Holdings, Intermediate Holdings and the Company, dated the date of the Amendment No. 1 Effective Date, in the form of the Amendment Effective Date Certificate with such modifications thereto as the Agents may deem appropriate to reflect the transactions contemplated on the Amendment No. 1 Effective Date.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 20202022, reported on by PricewaterhouseCoopers LLPPricewaterhouseCoopers, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31September 30, 2021 2023 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies of which have been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2022 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 20202022, since December 31, 20202022, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPLLP and set forth in the Registration Statement (as amended from time to time, copies provided that such amendments are not materially adverse to the Administrative Agent or the Banks), a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. For purposes of this Section 4.04(a), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached thereto) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2017 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Registration Statement (as amended from time to time, provided that such amendments are not materially adverse to the Administrative Agent or the Banks), a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). For purposes of this Section 4.04(b), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached to the consolidated financial statements referred to in Section 4.04(a) above) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2016 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) [Reserved.] (e) Except as set forth disclosed in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020Registration Statement, since December 31, 20202016, there has been no material adverse change in the business, financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020, reported on by PricewaterhouseCoopers LLP, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of as of March 31, 2021 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZAZ Life Re Company) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) [Reserved.] (e) Except as set forth disclosed in the GuarantorCompany’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets sheet of the Guarantor Company and its Consolidated SubsidiariesSubsidiaries as of December 31, 2011 and the related consolidated statements of income, cash flows and shareholders’ equity and cash flows for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPErnst & Young LLP and set forth in the Company’s 2011 Form 10-K Report, copies a copy of which have has been delivered to each of the LC IssuerBanks, fairly present, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for the period covered by such financial statementsfiscal year. (b) The audited unaudited consolidated balance sheets sheet of the Guarantor Company and its Consolidated Subsidiaries as of March 31, 2021 2012 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows and shareholders’ net investment for the period three months then endedended set forth in the Company’s quarterly report for the fiscal quarter ended as March 31, copies 2012 as filed with the Securities and Exchange Commission on Form 10-Q, a copy of which have has been delivered to each of the LC IssuerBanks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.044.04(a), the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for such three-month period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotesadjustments). (c) A copy The consolidated balance sheet of a duly completed the Target and signed annual Statutory Statement or other similar report its Consolidated Subsidiaries as of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2011 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended, reported on by Ernst & Young LLP and set forth in the Target’s 2011 Form 10-K Report, a copy of which has been delivered to each of the LC Issuer and Banks, fairly presentspresent, in accordance conformity with statutory accounting principlesGAAP, the information contained thereinconsolidated financial position of the Target and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such fiscal year. (d) Except The unaudited consolidated balance sheets of the Target and its Consolidated Subsidiaries as of March 31, 2012 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the three months then ended, set forth in the GuarantorTarget’s quarterly report for the fiscal quarter ended March 31, 2012 as filed with the Securities and Exchange Commission on Form 10-K Q, a copy of which has been delivered to each of the Banks, fairly present, on a basis consistent with the financial statements referred to in Section 4.04(c), the consolidated financial position of the Target and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for the such fiscal year ended quarter (subject to normal year-end adjustments). (e) Since December 31, 2020, since December 31, 20202011, there has been no material adverse change in the business, financial condition position, results of operations or operations prospects of the Guarantor Parent and its Consolidated SubsidiariesSubsidiaries (after giving effect to the Transactions), considered as a whole (a “Material Adverse Change”). The parties hereto agree that the changes disclosed to the Banks in an Information Document or in the Transaction Agreement, in each case delivered on or prior to the Effective Date, do not in themselves constitute a Material Adverse Change and will not be taken into account in determining whether any Material Adverse Change has occurred.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, comprehensive income, equity and cash flows and shareholders’ equity for the fiscal year ended December 31, 20202021, reported on by PricewaterhouseCoopers KPMG LLP, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of the last day of such date fiscal year and their consolidated results of operations and changes in financial position for the period covered by such financial statements.. 4879-5062-7662v.12 (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2022 and the related unaudited consolidated statements of income, cash flows income and shareholders’ net investment equity for the nine-month period then ended, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity conformity, subject only to year-end adjustments and the absence of footnotes, with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes)period. (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for either (i) in the case of the representations and warranties made on the Effective Date, the year ended December 31, 2020 2021 or (ii) otherwise, the year ended December 31, 2022, has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principlesSAP, the information contained therein. (d) Except as set forth in Since the Guarantor’s Form 10-K for last day of the fiscal year ended December 31, 2020, since December 31, 2020referenced in clause (a) of this Section 4.04, there has been no material adverse change in the business, financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a wholewhole provided that the representation and warranty set forth in this clause (d) shall only be made on the Effective Date.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity net investment for the fiscal year ended December 31, 20202017, reported on by PricewaterhouseCoopers Deloitte & Touche LLP, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2018 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies a copy of which have has been delivered to the LC IssuerAdministrative Agent on behalf of each of the Banks, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04Section, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 2017 has been delivered to the LC Issuer Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth A copy of a duly completed and signed quarterly Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary in the Guarantor’s Form 10-K form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the fiscal year quarter ended September 30, 2018 has been delivered to the Administrative Agent on behalf of each of the Banks and fairly presents, in accordance with statutory accounting principles, the information contained therein. (e) Since December 31, 2020, since December 31, 20202017, there has been no material adverse change in the business, assets, property or financial condition or operations of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets sheet of the Guarantor Company and its Consolidated SubsidiariesSubsidiaries as of December 31, 2010, and the related consolidated statements of incomeoperations, stockholders’ equity and cash flows for the fiscal year then ended, reported on by PricewaterhouseCoopers LLP and shareholders’ equity included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20202010, reported on by PricewaterhouseCoopers LLP, copies a copy of which have has been delivered heretofore made available to each of the LC IssuerLenders, fairly present, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for the period covered by such financial statementsfiscal year. (b) The audited unaudited consolidated balance sheets sheet of the Guarantor Company and its Consolidated Subsidiaries as of March 31September 30, 2021 2011 and the related unaudited consolidated statements of income, operations and cash flows and shareholders’ net investment for the period nine months then ended, copies set forth in the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2011, a copy of which have has been delivered heretofore made available to each of the LC IssuerLenders, fairly present, in conformity with generally accepted accounting principles GAAP to the extent described in note 1 thereto applied on a basis consistent with the financial statements referred to in subsection paragraph (a) of this Section 4.04Section, the consolidated financial position of the Guarantor Company and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for such nine month period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotesadjustments). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) Except as reflected in the form filed with the governmental bodyfinancial statements referred to in paragraph (b) above, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended between December 31, 2020 has been delivered to 2010, and the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020date hereof, there has been no material adverse change in the business, financial condition position, results of operations or operations prospects of the Guarantor Company and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets sheet of the Guarantor IR Parent and its Consolidated SubsidiariesSubsidiaries as of December 31, 2010, and the related consolidated statements of income, equity and cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLP, copies of which have been delivered to the LC IssuerLLP and set forth in IR Parent’s 2010 Form 10-K, fairly present, in conformity with generally accepted accounting principlesGAAP, the consolidated financial position of the Guarantor IR Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for the period covered by such financial statementsfiscal year. (b) The audited unaudited condensed consolidated balance sheets sheet of the Guarantor IR Parent and its Consolidated Subsidiaries as of March 31, 2021 2011, and the related unaudited condensed consolidated statements of income, income and cash flows and shareholders’ net investment for the period three months then ended, copies of which have been delivered to set forth in IR Parent’s quarterly report for the LC Issuerfiscal quarter ended March 31, 2011, as filed with the Securities and Exchange Commission on Form 10-Q, fairly present, in conformity with generally accepted accounting principles GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04Section, the consolidated financial position of the Guarantor IR Parent and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position cash flows for such three month period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotesadjustments). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December Since March 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 20202011, there has been no material adverse change in the business, financial condition position or results of operations of the Guarantor IR Parent and its Consolidated Subsidiaries, considered as a whole.

Financial Information; No Material Adverse Change. (a) The consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries, and the related consolidated statements of income, cash flows and shareholders’ equity for the fiscal year ended December 31, 2020then ended, reported on by PricewaterhouseCoopers LLPLLP and set forth in the Registration Statement (as amended from time to time, copies provided that such amendments are not materially adverse to the LC Issuer), a copy of which have has been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for the period covered by such financial statements. For purposes of this Section 4.04(a), the fact that such financial statements give effect to a segment change which occurred after the date of such financial statements (as described in the report of PricewaterhouseCoopers LLP attached thereto) will be deemed to be in conformity with generally accepted accounting principles as long as (i) such financial statements would have actually been in conformity with generally accepted accounting principles if such segment change had occurred within the period covered by such financial statements and (ii) such segment change affected only segment-level reporting reflected in the footnotes to the financial statements and not the consolidated financial statements. (b) The audited unaudited consolidated balance sheets of the Guarantor and its Consolidated Subsidiaries as of March 31September 30, 2021 2017 and the related unaudited consolidated statements of income, cash flows and shareholders’ net investment for the period then ended, copies set forth in the Registration Statement (as amended from time to time, provided that such amendments are not materially adverse to the LC Issuer), a copy of which have has been delivered to the LC Issuer, fairly present, in conformity with generally accepted accounting principles applied on a basis consistent with the financial statements referred to in subsection (a) of this Section 4.04, the consolidated financial position of the Guarantor and its Consolidated Subsidiaries as of such date and their consolidated results of operations and changes in financial position for such period (subject to normal year-end adjustments and, to the extent permitted by Regulation S-X, the absence of footnotes). (c) A copy of a duly completed and signed annual Statutory Statement or other similar report of or for each Insurance Subsidiary that is a Material Subsidiary or Subsidiary Account Party (other than EQ AZ) in the form filed with the governmental body, agency or official which regulates insurance companies in the jurisdiction in which such Insurance Subsidiary is domiciled for the year ended December 31, 2020 has been delivered to the LC Issuer and fairly presents, in accordance with statutory accounting principles, the information contained therein. (d) Except as set forth in the Guarantor’s Form 10-K for the fiscal year ended December 31, 2020, since December 31, 2020, there has been no material adverse change in the business, financial condition or operations of the Guarantor and its Consolidated Subsidiaries, considered as a whole.Section